Common use of Purchase Sale and Delivery of the Securities Clause in Contracts

Purchase Sale and Delivery of the Securities. (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, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 the several Underwriters 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 three (3) 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 the Representative 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 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which 96.875% of such Underwriter may become obligated to purchase pursuant to aggregate principal amount (the provisions of Section 11 hereof“Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part of up to an additional 300,000 shares $4,256,250 aggregate principal amount of Common Stock Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option granted by this Section 3(b) may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than three or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total aggregate principal amount of Initial Securities, subject in each case to such adjustments as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained in its discretion shall obligate the Underwriters make to make eliminate any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered sales or shall theretofore have been delivered as herein providedpurchases of fractional Securities. (c) Payment of the purchase price for, and delivery of any certificates for, the Firm Initial Securities shall be made at the offices of the Representative Dechert LLP at 000 Xxxxxxx 0000 X Xxxxxx, 00xx XxxxxX.X., Xxx XxxxXxxxxxxxxx, Xxx Xxxx 00000, X.X. 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. A.M. (New York City time) on ________September 18, 1999 2017 (unless postponed in accordance with the provisions of Section 8), or at such other time and not later than ten business days after such date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned office of the Representative offices, or at such other place as shall be agreed upon by the Representative and the Company Company, on each Option Closing Date as specified in Date. Payment shall be made to the notice from Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative to for the Company. Delivery respective accounts of the certificates Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the Firm purchase price for, the Initial Securities and the Option Securities, if any, shall be made which it has agreed to the Underwriters against payment by purchase. The Representative, individually and not as representative of the Underwriters, severally and may (but shall not jointly, be obligated to) make payment of the purchase price for the Firm Initial Securities and or the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, be purchased by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and any Underwriter whose funds have not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (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 the Underwriter, and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company Company, the Firm Shares at a price of equal to $__________ [90% of the initial public offering price per share of Common Stockprice] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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 hereofShare. (b) In addition, on the basis of the representations, warranties, covenants and agreements agreement, herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, Underwriter to purchase all or any part of an additional 300,000 shares of Common Stock the Option Shares at a price of equal to $__________ per share of Common Stock [90% of the initial public offering price price] per share of Common Stock]Share. The option granted hereby will expire forty-five (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 Underwriter to the Company setting forth the number of Option Securities Shares as to which the several Underwriters are Underwriter 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 RepresentativeUnderwriter, but shall not be later than three seven (37) 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 Underwriter and the Company. Nothing herein contained shall obligate the Underwriters Underwriter to make any over-allotmentsexercise the option granted hereby. 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 the Representative Underwriter at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx00 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative Underwriter 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 Underwriter and the Company, but not less than three (3) nor more than five seven (57) 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 UnderwritersUnderwriter, 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 Underwriter or at such other place as shall be agreed upon by the Representative Underwriter 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 Underwriter against payment by the Underwriters, severally and not jointly, Underwriter 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 and the Option Securities, 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 Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 Underwriters Underwriter 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 Underwriter at such office offices or such other place as the Representative Underwriter 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 RepresentativeUnderwriter or its designees the Underwriter's Warrants at a for an aggregate purchase price of $.0001 per warrant, which Representative's Warrants warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stockan additional Shares. The RepresentativeUnderwriter'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 respective initial public offering price of the Shares. The RepresentativeUnderwriter's Warrant Agreement and the form of the certificates for the Underwriter's Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 ___ to the Registration Statement. Payment for the RepresentativeUnderwriter's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Shares, the Warrants and the Pre-Funded Warrants to each the Underwriter, and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company at a price of $_______ [90% of Shares, the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities Warrants and the Pre-Funded Warrants set forth opposite its name in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative in its sole discretion I hereto. The purchase price shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities which such Underwriter may become obligated be $— for each Share and related Warrant to purchase pursuant one Warrant Share and $— for each Pre-Funded Warrant to the provisions of Section 11 hereofpurchase one Warrant Share and related Warrant. (b) In additionThe Shares, on the basis of Warrants and the representations, warranties, covenants and agreements herein contained, but subject Pre-Funded Warrants will be delivered by the Company to the terms and conditions herein set forthUnderwriter, registered in such names as the Company hereby grants an option to the UnderwritersUnderwriter may request, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 the several Underwriters are then exercising the option and the time and date of against 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 three (3) 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 therefor by wire transfer of certificates for, same day funds payable to the Firm Securities shall be made order of the Company at the offices of the Representative at Xxxx Capital Partners, LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxx Xxxxxxxx Xxxxx, Xxx XxxxXxxxxxx Xxxxx, Xxx Xxxx XX 00000, or at such other place location as shall may be agreed upon by mutually acceptable, at 6:00 a.m. Pacific time, on the Representative third (or if the Shares, the Warrants and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City Pre-Funded Warrants are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) on ________full business day following the date hereof, 1999 or at such other time and date as shall be agreed upon by the Representative Underwriter and the Company, but not less than three Company determine pursuant to Rule 15c6-1 (3a) nor more than five (5) full business days after under the effective date of the Registration Statement (such Exchange Act. The time and date of payment delivery of the Shares, the Warrants and delivery being the Pre-Funded Warrants is referred to herein called 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 deliver the Shares, the Warrants and sell to the Representative Representative's Warrants at a purchase price of $.0001 per warrantPre-Funded Warrants, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. The Representative's Warrants shall be exercisable for a period of four (4) years commencing registered in the name or names and shall be in such denominations as the Underwriter may request at least one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on business day before the Closing Date, to the account of the Underwriter, which delivery shall (a) with respect to the Shares, be made through the facilities of the Depository Trust Company’s DWAC system, and (b) with respect to the Warrants and the Pre-Funded Warrants, be made by physical delivery to be received or directed by the Underwriter no later than one (1) business day following the respective Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, (i) the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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 UnderwritersUnderwriters agrees, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock from the Company, at a purchase price of $_________ per share of Common Stock [90% of Share (the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (45) days after (i"Purchase Price") 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 respective number of Option Securities as to which the several Underwriters 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 three (3) 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 the Representative 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 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities Shares set forth in Schedule A hereto opposite the name of such Underwriter on Schedule II to this Agreement (subject to adjustment as provided in Section 10 of this Agreement) and (ii) each Selling Shareholder agrees to sell to the Underwriters the number of shares set forth opposite the name of such Selling Shareholder on Schedule I hereof, subject to adjustments in accordance with Section 10 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Shareholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholders as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Securities, subject Shares to be sold hereunder. The obligations of the Company and each of the Selling Shareholders shall be several and not joint. (b) Certificates in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Certificates negotiable form for the total number of Shares to be sold hereunder by the Selling Shareholders have been placed in custody with the Company pursuant to the Custody Agreements executed by the Selling Shareholders for delivery of all Selling Shareholder Shares. Each Selling Shareholder specifically agrees that the Firm Securities Shares and Option Shares represented by the Option Securities, if any, shall be certificates held in definitive, fully registered form, shall bear no restrictive legends and shall be in custody for such denominations and registered in such names as Selling Shareholder under the Custody Agreement are subject to the interest of the Underwriters may request hereunder, and that the arrangements made by such Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, including the Company, or the Underwriters) or by operation of law or by the occurrence of any other event or events, except as set forth in writing at least two (2) business days the Custody Agreement. If any such event should occur prior to the Closing Date delivery to the Underwriters of the Firm Shares or the relevant Option Closing DateShares hereunder, as the case may be. The certificates for the Firm Securities and the Shares or Option Securities, if any, Shares shall be made available delivered by the Company in accordance with the terms and conditions of this Agreement as if such event had not occurred. The Company is authorized to receive and acknowledge receipt of the Representative at proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of 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 beShares. (dc) On the Closing Date, the Company shall issue and sell to the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date basis of the Registration Statement at a price equaling one hundred twenty percent several (120%and not joint) representations, warranties, covenants and agreements of the respective initial public offering price of the Shares. The Representative's Warrant Underwriters contained in this Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.subject to

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein set forth, (a) the Company Trust agrees to sell to each Underwriterof the Purchasers, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common StockPurchasers agrees, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriterseverally, subject to such 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock from the Trust, at a purchase price per Security of $_________ 100.00 less an underwriting and selling commission of $1.75 per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (45) days after (i) the date the Registration Statement becomes effectiveSecurity, 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 the several Underwriters 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 three (3) 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 the Representative 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 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears Purchaser in Schedule I hereto and (b) in the event and to the total extent that the Purchasers shall exercise the election to purchase Optional Securities as provided below, the Shareholders agrees to cause the Trust, and the Trust agrees, to sell to each of the Purchasers, and each of the Purchasers agrees, severally, and not jointly, to purchase from the Trust, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Firm Securities, subject in each case Optional Securities as to which such adjustments election shall have been exercised (to be adjusted by you so as the Representative in its discretion shall make to eliminate any sales or purchases fractional Securities) determined by multiplying such number of fractional sharesOptional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Purchaser is entitled to purchase as set forth opposite the name of such Purchaser in Schedule I hereto and the denominator of which is the maximum number of Optional Securities that all of the Purchasers are entitled to purchase hereunder. Certificates for The option to purchase Optional Securities may be exercised only to cover over-allotments in the sale of the Firm Securities by the Purchasers. The agreements in this Section 2 made by the Trust are for the benefit of and enforceable by the Purchasers and the Option Shareholders. The agreements in this Section 2 made by the Purchasers are for the benefit of and enforceable by the Shareholders and the Trust. The Trust hereby grants to the Purchasers the right to purchase at their election up to 375,000 Optional Securities, if any, shall at the purchase price per Security set forth in the paragraph above. Any such election to purchase Optional Securities may be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior exercised only by written notice from you to the Closing Date or the relevant Option Closing DateTrust, 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. The Representative's Warrants shall be exercisable for given within a period of four (4) years commencing one (1) year from 30 calendar days after the effective date of this Agreement, setting forth the Registration Statement at a price equaling one hundred twenty percent aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (120%as defined in Section 4(a) hereof)and, unless you and the Trust otherwise agree in writing, no earlier than two or later than ten New York Business Days after the date of the respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Datesuch notice.

Purchase Sale and Delivery of the Securities. (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, severally and not jointly, jointly agrees to purchase from the Company Company, at a price of equal to $_______________ [90% of the initial public offering price per share of Common Stock] Share and $_____________ per share of Common StockWarrant, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number numbers 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 agreements, herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part of an additional 300,000 _______________ shares of Common Stock at a price of $__________ per share of Common Stock [90% and an additional ___________________ Warrants at a price of $__________ per Warrant (which shares and Warrants may only be purchased together on the initial public offering price per basis of one share of Common Stock]and one Warrant). The option granted hereby will expire forty-five (45) 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 (but not on more than two (2) occasions) 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 Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters 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 RepresentativeRepresentatives, but shall not be later than three (3) 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 exercise the over-allotmentsallotment option described above. 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 the Representative at 000 Xxxxxxx Pryor, McClendon, Counts & Co., Inc., 3 Penn Plaza, 0000 Xxxxxx Xxxxxx, 00xx XxxxxXxxxx 000, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx 00000Xxxxxxxxxxxx, 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 9:00 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 no more than five four (54) full business days after the effective date of the Registration Statement hereof (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option 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-above mentioned office of the Representative Xxxxx, XxXxxxxxx 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 and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters, severally and not jointly, 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 fundsCompany. In the event such option is exercisedOption Securities are to be purchased by the Underwriters, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities, subject in each case to such adjustments as the Representative Representatives in its their 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 Underwriters may request in writing at least two three (23) 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 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 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 the Representatives' Warrants to the Representative Representative's Warrants Representatives at a purchase price of $.0001 0.0001 per warrant, which Representative's Warrants warrants shall entitle the holders thereof to purchase an aggregate of 200,000 _________________ shares of Common StockStock and _________________ Warrants. The Representative's Representatives' Warrants shall expire five (5) years after the effective date of the Registration Statement and shall be exercisable for a period of four (4) years commencing one (1) year from on the first anniversary of the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the respective initial public offering price of the Shares. The Representative's Representatives' Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 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. (a) On the basis of the representations, warranties, covenants covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company Company, at a the purchase price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A II attached hereto, the amount of Securities set forth opposite such Underwriters’ respective names in Schedule I hereto except that, if Schedule II hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective number of shares of the Securities to be purchased by the Underwriters shall be as set forth in Schedule I attached hereto less the respective number of shares of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes referred to as the “Underwriters’ Securities” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein referred to as “ Contract Securities.” If so provided in Schedule II hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts (“Delayed Delivery Contracts:), substantially in the form of Schedule V hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Underwriters, at the Closing Time, the percentage set forth in Schedule II hereto of the aggregate liquidation preference of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less that the minimum number of shares set forth in Schedule II hereto and the aggregate number of shares of Contract Securites may not exceed the maximum number of shares set forth in Schedule II hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The number of shares of Securities to be purchased by each Underwriter as set forth in Schedule I hereto shall be reduced by an amount which shall bear the same proportion to the total number of shares of Contract Securities as the number of shares of Securities set forth opposite the name of such Underwriter, subject Underwriter bears to such adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional aggregate number of Firm Securities which such Underwriter may become obligated to purchase pursuant shares set forth in Schedule I hereto, except to the provisions extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total number of Section 11 hereof. (b) In addition, on shares of Securities to be purchased by all Underwriters shall be the basis aggregate number of shares set forth in Schedule I hereto less the representations, warranties, covenants and agreements herein contained, but subject aggregate number of shares of Contract Securities. [Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to the Option Securities at the same purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share as the Underwriters shall pay for the Underwriters’ Securities. Said option may be exercised only to cover over-allotments in the sale of Common Stock]the Underwriters’ Securities by the Underwriters. The Said option granted hereby will expire forty-five (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 at any time to time only for (but not more than once) on or before the purpose of covering over-allotments which may be made in connection with 30th day after the offering and distribution date of the Firm Securities Final Prospectus upon written or telegraphic notice by the Representative Representatives to the Company setting forth the number of shares of the Option Securities as to which be purchased by the total number of shares of the Option Securities to be purchased by the several Underwriters are then exercising Underwriter as such Underwriter is purchasing of the option and the time and date of Underwriters’ Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.] Except as otherwise provided in this Section 2, 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 three (3) 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 forof, the Firm Securities to be purchased by the Underwriters as set forth on Schedule I attached hereto shall be made at the offices of the Representative at 000 Bear Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by in the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) metropolitan area as you shall determine and advise the Company in writing at least two business days prior to the Closing Time, on ________the date and at the time specified in Schedule II attached hereto (unless postponed in accordance with the provisions of Section 8), 1999 or at such other time and date as shall be agreed upon by the Representative you and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer of payment federal funds payable to the account of the Company specified by it against delivery to you of the Securities to be purchased by you. Certificates evidencing the Preferred Stock purchased by the Underwriters shall be registered in the name of the Depositary or its nominee and delivered for the account and on behalf of the Underwriters to the Depositary against issuance and delivery being herein called by the "Depositary of Depositary Receipts evidencing Depositary Shares representing the deposited Preferred Stock, which Depositary Receipts shall be registered in such names (including the nominee for any depository which will hold the Depositary Receipts for “book entry” issuance and transfer) and in such denominations as you may request in writing at least two business days prior to the Closing Time. Such Depositary Receipts will be made available for examination and packaging by you on or before the first business day prior to the Closing Time, unless represented by a global certificate. [If the option provided for in this Section 2 hereof is exercised after the third business day prior to the Closing Date", the Company will deliver (at the expense of the Company) to the Representatives, at the offices of Bear Xxxxxxx on the date specified by the Representatives (which shall be within three business days after exercise of said option). In addition, in the event that any or all of certificates for the Option Securities are purchased by in such names and denominations as the Underwriters, Representatives shall have requested against payment of the purchase price forthereof to the Company by wire transfer of federal funds payable to the account of the Company specified by it. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and delivery the obligation of certificates for, such the Underwriters to purchase the Option Securities shall be made at conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the above-mentioned office opinions, certificates and letters delivered on the Closing Date pursuant to Section 5 hereof.] Notwithstanding the preceding paragraphs, if “Depositary Receipt Arrangements” is specified in Schedule II hereto, certificates representing Securities shall be delivered in the names of the Representative or at such other place as Representatives. Such certificates shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative delivered to the Company. Delivery of the certificates Representatives for the Firm Securities and the Option Securities, if any, Depositary Receipts representing Depositary Shares. Such Depositary Receipts shall be made to the Underwriters against payment by the Underwriters, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 issued in such denominations and registered in such names as the Underwriters may Representatives shall 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 by the Representatives in New York, New York not later than 9:30 a.m. 1:00 p.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may bedue date for delivery thereof. (d) On the Closing Date, the Company shall issue and sell to the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (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 Stockholders agree to sell to each Underwriter, and each Underwriter, severally and not jointly, Underwriter agrees to purchase from the Company and the Selling Stockholders, at a price of equal to $_______ per Unit [90% of the initial public offering price per share of Common Stock] per share of Common Stockprice], that number of Firm Securities Units as set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities Units 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 hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase all or any part of an additional 300,000 shares of Common Stock the Option Units at a price of equal to $_________ per share of Common Stock Unit [90% of the initial public offering price per share of Common Stockprice]. The option granted hereby will expire forty-five (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 Units upon notice by the Representative Representatives to the Company setting forth the number of Option Securities Units as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for any such Option SecuritiesUnits. Any such time and date of delivery (an "Option Closing Date") shall be determined by the RepresentativeRepresentatives, but shall not be later than three seven (37) 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-allotmentsexercise the option granted hereby. No Option Securities Units shall be delivered unless the Firm Securities Units 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 Units shall be made at the offices of the Representative Xxxxx at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx 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 2000 or at such other time and date as shall be agreed upon by the Representative Representatives and the Company, Company but not less than three (3) nor more than five seven (57) 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 Units are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Units shall be made at the above-above mentioned office of the Representative Xxxxx 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 Units and the Option SecuritiesUnits, if any, shall be made to the Underwriters against payment by the Underwriters, severally and not jointly, Underwriters of the purchase price for the Firm Securities Units and the Option SecuritiesUnits, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Units and the Option SecuritiesUnits, 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 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 Units and the Option SecuritiesUnits, if any, shall be made available to the Representative Representatives at such office offices 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 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 Representative's Representatives or their designees the Representatives' Warrants at a for an aggregate purchase price of $.0001 per warrant, which Representative's Representatives' Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stockan additional 422,489 Units. The Representative's Representatives' 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 Effective Date at a price equaling one hundred and twenty percent (120%) of the respective initial public offering price of the SharesUnits. The Representative's Representatives' Underlying Warrants are identical to the Redeemable Warrants, except they are not redeemable. The Representatives' Warrant Agreement and the form of the certificates for the Representatives' Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 _____ 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. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company Company, at a the purchase price of $_______ [9098.375% of the initial public offering price per share principal amount thereof (the “Purchase Price”) the principal amount of Common Stock] per share of Common Stock, that number of Firm the Securities set forth opposite such Underwriter’s name in Schedule A opposite the name of such Underwriter, subject to such 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 hereofI hereto. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, up to $75,000,000 aggregate principal amount of Optional Securities at the same purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% price. Said option may be exercised only to cover over-allotments in the sale of the initial public offering price per share of Common Stock]Underwritten Securities by the Underwriters. The Said option granted hereby will expire forty-five (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 at any time to time only for on or before the purpose of covering over-allotments which may be made in connection with 13th day after the offering and distribution date of the Firm Securities Prospectus upon written or telegraphic notice by the Representative Representatives to the Company setting forth the number aggregate principal amount of Option the Optional Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The aggregate principal amount of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") Optional Securities to be purchased by each Underwriter shall be determined the same percentage of the total aggregate principal amount of the Optional Securities to be purchased by the Representativeseveral Underwriters as such Underwriter is purchasing of the Underwritten Securities, but subject to such adjustments as the Representatives in their absolute discretion shall make to ensure that the Optional Securities are not be later issued in minimum denominations of less than three (3) 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 $1,000 or shall theretofore have been delivered as herein providedwhole multiples thereof. (c) Payment Delivery of and payment for the purchase price for, and delivery of certificates for, the Firm Underwritten Securities shall be made at the offices of the Representative 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 Optional Securities (if the option provided for in Section 2(c) hereof shall have been exercised on or before the third business day immediately preceding the Closing Date) shall be made at 10:00 a.m. (New York City time) am on ________June 15, 1999 2007 or at such other time and on such later date as shall be agreed upon by the Representative and the Company, but not less more than three (3) nor more than five (5) full business days after the effective foregoing date of as the Registration Statement Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and date of payment and delivery for the Securities being herein called the "“Closing Date")”) at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP. In addition, in the event that any or all Delivery of the Option Securities are purchased shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the Underwriters, payment several Underwriters through the Representatives of the purchase price for, and delivery of certificates for, such Option Securities shall be made at thereof to or upon the above-mentioned office order of the Representative or at such other place as shall be agreed upon Company by the Representative and the Company on each Option Closing Date as wire transfer payable in same-day funds to an account specified in the notice from the Representative to by the Company. Delivery of the certificates for the Firm Underwritten Securities and the Option Securities, if any, Optional Securities shall be made to through the Underwriters against payment by facilities of The Depository Trust Company unless the Underwriters, 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 Underwriters, acting severally and not jointly, Representatives shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 beotherwise instruct. (d) On If the option provided for in Section 2(c) hereof is exercised after the third business day immediately preceding the Closing Date, the Company shall issue and sell will deliver the Optional Securities (at the expense of the Company) to the Representative Representative's Warrants Representatives, at a the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, on the date specified by the Representatives (which shall be within three business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase or upon the order of the Company by wire transfer payable in same-day funds to an aggregate of 200,000 shares of Common Stockaccount specified by the Company. The Representative's Warrants time and date of delivery specified by the Representatives may be the same as the Closing Date (in which case the term “Closing Date” shall refer to the time and date of delivery of the Firm Securities and the Optional Securities). If such time and date is subsequent to the Closing Date, it is herein called a “Subsequent Closing Date.” If settlement for the Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Optional Securities, and the obligation of the Underwriters to purchase the Optional Securities shall be exercisable for a period conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of four (4) years commencing one (1) year from such date the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the respective initial public offering price of the Shares. The Representative's Warrant Agreement opinions, certificates and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made letters delivered on the Closing DateDate pursuant hereto. (e) The Company and each of the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, no Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or any Guarantor with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any Guarantor.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to 97.0% of the provisions of Section 11 hereofaggregate principal amount (the “Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part portion of an additional 300,000 shares of Common Stock the Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option hereby granted hereby will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than three or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the aggregate principal amount of Initial Securities, subject in each case to such adjustments as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained in their discretion shall obligate the Underwriters make to make eliminate any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered sales or shall theretofore have been delivered as herein providedpurchases of fractional Securities. (c) Payment of the purchase price for, and delivery of any certificates for, the Firm Initial Securities shall be made at the offices of the Representative Proskauer Rose LLP at 000 Xxxxxxx 0000 Xxxxxxxxxxxx Xxxxxx, 00xx X.X., Xxxxx 000 Xxxxx, Xxx XxxxXxxxxxxxxx, Xxx Xxxx 00000, X.X. 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. A.M. (New York City time) on ________November 6, 1999 2018 (unless postponed in accordance with the provisions of Section 8), or at such other time and not later than ten business days after such date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned office of the Representative offices, or at such other place as shall be agreed upon by the Representative and the Company Company, on each Option Closing Date as specified in Date. Payment shall be made to the notice from Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative to for the Company. Delivery respective accounts of the certificates Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for their accounts, to accept delivery of, receipt for, and make payment of the Firm purchase price for, the Initial Securities and the Option Securities, if any, shall be made which it has agreed to the Underwriters against payment by purchase. The Representative, individually and not as representative of the Underwriters, severally and may (but shall not jointly, be obligated to) make payment of the purchase price for the Firm Initial Securities and or the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, be purchased by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and any Underwriter whose funds have not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares and the Firm Warrants to each Underwriterthe Underwriters, and each Underwriter, severally and not jointly, agrees the Underwriters agree to purchase from the Company at a Firm Shares and the Firm Warrants. The purchase price of for each Firm Share shall be $_______ [90% of the initial public offering price 4.18 per share of Common Stock] (the “Per Share Price”) and each Firm Warrant shall be $0.42 per share of Common StockWarrant (the “Per Warrant Price” and together with the Per Share Price, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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"Purchase Price"). (b) In additionThe Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and/or the Option Warrants (either separately or together) and, on upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants an option to Underwriters shall have the Underwriters, severally and not jointly, right to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% portion of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five Option Shares at the Per Share Price and/or the Option Warrants at the Per Warrant Price (45either separately or together) 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 as may be exercised in whole or in part from time necessary to time only for the purpose of covering cover over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice transactions contemplated hereby. This option may be exercised by the Representative Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company setting (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Securities Shares and/or Option Warrants as to which the several Underwriters are then exercising the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Representative, but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than three (3) full the fifth business days day after the exercise of said option, nor in any event prior to date on which the Closing Date, as hereinafter defined, option shall have been exercised unless otherwise agreed upon by the Representative Company and the CompanyUnderwriters otherwise agree. Nothing herein contained shall obligate Payment of the Underwriters to make any over-allotments. No purchase price for and delivery of the Option Securities Shares and/or the Option Warrants shall be delivered unless made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered Shares and the Firm Warrants as herein providedset forth in subparagraph (c) below. (c) Payment The Firm Shares and the Firm Warrants will be delivered by the Company to the Underwriters against payment of the purchase price for, and delivery therefor by wire transfer of certificates for, same day funds payable to the Firm Securities shall be made order of the Company at the offices of the Representative at 000 Xxxxxxx XxxxxxXxxx Capital Partners, 00xx LLC, 00 Xxxxxxxxx Xxxxx, Xxx XxxxXxxxxxx Xxxxx, Xxx Xxxx XX 00000, or at such other place location as shall may be agreed upon mutually acceptable, at 6:00 a.m. PDT, on the third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Representative and Exchange Act, after 4:30 p.m. Eastern time, the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City timefourth) on ________full business day following the date hereof, 1999 or at such other time and date as shall be agreed upon by the Representative Underwriters and the CompanyCompany determine pursuant to Rule 15c6-1(a) under the Exchange Act, but not less than three (3) nor more than five (5) full business days after or, in the effective date case of the Registration Statement (Option Shares and the Option Warrants, at such date and time set forth in the Option Notice. The time and date of payment delivery of the Firm Shares and delivery being the Firm Warrants is referred to herein called as the "“Closing Date"). In addition.” If the Underwriters so elect, in the event that any or all delivery of the Option Securities are purchased Shares and the Warrants shall be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Underwriters, payment of . Certificates representing 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 Shares and the Company on each Option Closing Date as specified Warrants, in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities definitive form and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing upon at least two (2) business days days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day next preceding the Closing Date or at the relevant Option Closing Dateabove addresses, as the case may be. The certificates for the Firm Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place location 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 bebe mutually acceptable. (d) On As partial consideration, on the Closing Date and the Option Closing Date, the Company shall issue and sell pay to the Representative Representative's Warrants at , in cash, a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof corporate finance fee equal to purchase an aggregate of 200,000 shares of Common Stock. 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 three percent (1203%) of the respective initial public offering price gross proceeds received by the Company from the sale of the Shares. The Representative's Warrant Agreement Firm Shares and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Firm Warrants shall be made on the Closing Date and the Option Shares and the Option Warrants on the Option Closing Date.

Purchase Sale and Delivery of the Securities. (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 Shares 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 Shares. 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 Shares in the manner set forth herein. The allocation of Shares 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 10% of the aggregate purchase price of the Shares sold by you (or any Underwriter and (ii) a non-accountable expense allowance equal to 3% of the aggregate purchase price of the Shares sold by you (or any Underwriter). The aggregate commissions and expense allowance payable in connection with the sale of Shares will be disbursed to you, as provided herein and in 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 Shares 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. (c) Each subscriber for the Shares must (i) complete and each Underwriter, severally execute a subscription agreement (in the form included as an Exhibit to the Registration Statement ("Subscription Agreement") and not jointly, agrees to purchase from any other documents which may be required by the Representative or the Company at a price of $in connection with such subscription (collectively, "Subscription Documents") and (ii) tender payment in full for the Shares subscribed for ("Subscription Payment"); checks representing Subscription Payments should be made payable to "_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $__________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (45) days after (i) the date the Registration Statement becomes effectiveBank, 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 Escrow Agent"; the Representative shall deliver Subscription Payments received by you to the Company setting forth the number of Option Securities as to which the several Underwriters 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 RepresentativeEscrow Agent, but shall not be later than three (3) 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 the Representative 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 by 12:00, noon, on the business day following such receipt by the Representative, together with a schedule setting forth the amount of each such Subscription Payment and the name, mailing address and state of residence of the subscriber. Concurrently with the delivery of each Subscription Payment to the Escrow Agent, the Representative shall forward to the Company executed originals of all related Subscription Documents, retaining copies of all such Subscription Documents for your records. (d) Within five (5) days following receipt by it of executed Subscription Documents, the Company shall determine to accept or at such other time reject each subscription and date as shall be agreed upon by notify the Representative and the CompanyEscrow Agent orally (to be confirmed in writing). If the Company elects to reject a subscription, but the related Subscription Payment shall, upon receipt by the Escrow Agent of oral notice (to be confirmed in writing) from the Company of such rejection, promptly be returned directly to the rejected subscriber by the Escrow Agent, without interest thereon or deduction therefrom. (e) Subject to the terms hereof and of the Escrow Agreement, the first disbursement of subscription proceeds (including disbursement of amounts due to the Representative hereunder) shall take place not less than three (3) nor more than five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior following the date upon which cleared funds representing the first $100,000 in Subscription Payments have been received by the Escrow Agent under the terms of the Escrow Agreement; such initial disbursement is referred to herein as the "Initial Closing," and the date thereof is referred to as the "Initial Closing Date." Following the Initial Closing, subscription proceeds shall be disbursed from time to time as agreed among the Representative, the Company and the Escrow Agent; each such further disbursement of subscription proceeds is referred to herein as an "Additional Closing," and the date thereof as an "Additional Closing Date." The Initial Closing and Additional Closings are sometimes referred to herein as a "Closing" or "Closings"; and the Initial Closing Date or the relevant Option and Additional Closing Dates are sometimes referred to herein as a "Closing Date" or "Closing Dates." (f) Each Closing shall take place at the offices of the Escrow Agent, as in _____________, California, or, at the case may be. The certificates for the Firm Securities and the Option SecuritiesRepresentative's option, if any, shall be made available to the Representative at such office or such other place as may be agreed upon in writing with the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on Company. After the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) On the final Closing Date, the Company shall issue and sell Representative will not be considered to have any continuing or future duty or obligation of any kind to the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing DateCompany.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which [●]% of such Underwriter may become obligated to purchase pursuant to aggregate principal amount (the provisions of Section 11 hereof“Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part of up to an additional 300,000 shares $[●] aggregate principal amount of Common Stock Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option granted by this Section 3(b) may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than three or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date, . If the option is exercised as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained shall obligate the Underwriters to make all or 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 portion of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of the Representative 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 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 five (5) 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 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 the Company will sell to the Underwriters against payment by the Underwriters, severally and not jointly, that proportion of the purchase price for the Firm total aggregate principal amount of Option Securities then being purchased, 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 Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased purchased, which the number aggregate principal amount of Firm Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total number aggregate principal amount of Firm Initial 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 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 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (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, severally and not jointly, agrees to purchase from the Company at a price of $_______ per Unit [9091% of the initial public offering price per share of Common Stock] per share of Common Stockthe Units], that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative Representatives 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock 240,000 Units at a price of $_________ per share of Common Stock [9091% of the initial public offering price of the Units] per share of Common Stock]Unit. The option granted hereby will expire forty-five (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 Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters 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 RepresentativeRepresentatives, but shall not be later than three (3) 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 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 the Representative Representatives at 000 Dirkx & Xompany, Inc., 520 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx 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 1998 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 five (5) 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 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 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 and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities, subject in each case to such adjustments as the Representative Representatives 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 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 and the Option Securities, 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 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 Representative's Representatives Representatives' Warrants at a purchase price of $.0001 per warrant, which Representative's Representatives' Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock160,000 Units. 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 respective initial public offering price of the SharesUnits. The Representative's Representatives' Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 4.3 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. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares and the Firm Warrants to each Underwriterthe Underwriters, and each Underwriter, severally and not jointly, agrees the Underwriters agree to purchase from the Company at a Firm Shares and the Firm Warrants. The purchase price of for each Firm Share shall be $_______ [90% of the initial public offering price ● per share of Common Stock] (the “Per Share Price”) and each Firm Warrant shall be $● per share of Common StockWarrant (the “Per Warrant Price” and together with the Per Share Price, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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"Purchase Price"). (b) In additionThe Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and the Option Warrants and, on upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants an option to Underwriters shall have the Underwriters, severally and not jointly, right to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% portion of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (45) days after (i) Option Shares at the date Per Share Price and the Registration Statement becomes effective, if Option Warrants at 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 Per Warrant Price as may be exercised in whole or in part from time necessary to time only for the purpose of covering cover over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice transactions contemplated hereby. This option may be exercised by the Representative Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company setting (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Securities Shares and Option Warrants as to which the several Underwriters are then exercising the option is being exercised, and the date and time when the Option Shares and the Option Warrants are to be delivered (such date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Representative, but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than three (3) full the fifth business days day after the exercise of said option, nor in any event prior to date on which the Closing Date, as hereinafter defined, option shall have been exercised unless otherwise agreed upon by the Representative Company and the CompanyUnderwriters otherwise agree. Nothing herein contained shall obligate Payment of the Underwriters to make any over-allotments. No purchase price for and delivery of the Option Securities Shares and the Option Warrants shall be delivered unless made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered Shares and the Option Warrants as herein providedset forth in subparagraph (c) below. (c) Payment The Firm Shares and the Firm Warrants will be delivered by the Company to the Underwriters against payment of the purchase price for, and delivery therefor by wire transfer of certificates for, same day funds payable to the Firm Securities shall be made order of the Company at the offices of the Representative at 000 Xxxxxxx XxxxxxRxxx Capital Partners, 00xx LLC, 20 Xxxxxxxxx Xxxxx, Xxx XxxxXxxxxxx Xxxxx, Xxx Xxxx XX 00000, or at such other place location as shall may be agreed upon mutually acceptable, at 6:00 a.m. PST, on the third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Representative and Exchange Act, after 4:30 p.m. Eastern time, the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City timefourth) on ________full business day following the date hereof, 1999 or at such other time and date as shall be agreed upon by the Representative Underwriters and the CompanyCompany determine pursuant to Rule 15c6-1(a) under the Exchange Act, but not less than three (3) nor more than five (5) full business days after or, in the effective date case of the Registration Statement (Option Shares and the Option Warrants, at such date and time set forth in the Option Notice. The time and date of payment delivery of the Firm Shares and delivery being the Firm Warrants is referred to herein called as the "“Closing Date"). In addition.” If the Underwriters so elect, in the event that any or all delivery of the Option Securities are purchased Shares and the Warrants shall be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Underwriters, payment of . Certificates representing 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 Shares and the Company on each Option Closing Date as specified Warrants, in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities definitive form and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing upon at least two (2) business days days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day next preceding the Closing Date or at the relevant Option Closing Dateabove addresses, as the case may be. The certificates for the Firm Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place location 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 bebe mutually acceptable. (d) On As partial consideration, on the Closing Date and the Option Closing Date, the Company shall issue and sell pay to the Representative Representative's Warrants at , in cash, a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof corporate finance fee equal to purchase an aggregate of 200,000 shares of Common Stock. 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 three percent (1203%) of the respective initial public offering price gross proceeds received by the Company from the sale of the Shares. The Representative's Warrant Agreement Firm Shares and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Firm Warrants shall be made on the Closing Date and the Option Shares and the Option Warrants on the Option Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to 97.0% of the provisions of Section 11 hereofaggregate principal amount (the “Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part portion of an additional 300,000 shares of Common Stock the Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option hereby granted hereby will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than two or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the aggregate principal amount of Initial Securities, subject in each case to such adjustments as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained in its discretion shall obligate the Underwriters make to make eliminate any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered sales or shall theretofore have been delivered as herein providedpurchases of fractional Securities. (c) Payment of the purchase price for, and delivery of any certificates for, the Firm Initial Securities shall be made at the offices of the Representative Dechert LLP at 000 Xxxxxxx 0000 X Xxxxxx, 00xx XxxxxX.X., Xxx XxxxXxxxxxxxxx, Xxx Xxxx 00000, X.X. 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. A.M. (New York City time) on ________March 2, 1999 2021 (unless postponed in accordance with the provisions of Section 8), or at such other time and not later than ten business days after such date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned office of the Representative offices, or at such other place as shall be agreed upon by the Representative and the Company Company, on each Option Closing Date as specified in Date. Payment shall be made to the notice from Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative to for the Company. Delivery respective accounts of the certificates Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the Firm purchase price for, the Initial Securities and the Option Securities, if any, shall be made which it has agreed to the Underwriters against payment by purchase. The Representative, individually and not as representative of the Underwriters, severally and may (but shall not jointly, be obligated to) make payment of the purchase price for the Firm Initial Securities and or the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, be purchased by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and any Underwriter whose funds have not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. DIRECT OFFERING. (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, severally and not jointly, agrees to purchase from the Company at a price of $_______ [9092% of the initial public offering price per share of Common Stockprice] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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. The parties acknowledge and agree that the difference between the public offering price per share of Common Stock and the per share purchase price payable by the Underwriters for the Firm Securities (and, if applicable, the Option Securities) represents an eight percent (8%) fee comprised of the following: (i) a four percent (4%) selling commission, (ii) a two percent (2%) underwriting fee, and (iii) a two percent (2%) management fee. (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, severally and not jointly, to purchase all or any part of an additional 300,000 shares their proportionate share of Common Stock the Option Securities, based upon the ratio that the Firm Securities bears to the Offered Securities, at a price of $_________ per share of Common Stock [9092% of the initial public offering price price] per share of Common Stock]. The option granted hereby will expire forty-five (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 the several Underwriters 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 three (3) 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 the Representative at 000 Xxxxxxx 235 Xxxx 00xx Xxxxxx, 00xx XxxxxXxxxx 00X, Xxx Xxxx, Xxx Xxxx 00000, or xx 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 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 at a purchase price of $.0001 .001 per warrant, which Representative's Warrants shall entitle the holders thereof Representative to purchase an aggregate number of 200,000 shares of Common StockStock equal to ten percent (10%) of the Firm Securities. The Representative's Warrants shall be exercisable for a period of four five (45) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty fifty percent (120150%) of the respective initial public offering price of the Sharesshares of Common Stock. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed attached hereto as Exhibit 4.1 to the Registration Statement. A. Payment for the Representative's Warrants shall be made on the Closing Date. (e) With respect to the Company's offer and sale of the Direct Securities pursuant to the Direct Offering, the Company agrees to pay to the Representative an amount equal to two percent (2%) of the gross proceeds received by the Company from the Direct Offering as an additional component of the management fee (referenced in subsection (a) above with respect to the Firm Securities) payable to the Representative for managing the entire offering (the "Management Fee"). The Management Fee shall be paid to the Representative on the closing date of the Direct Offering.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to 97.0% of the provisions of Section 11 hereofaggregate principal amount (the “Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part portion of an additional 300,000 shares of Common Stock the Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option hereby granted hereby will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than two or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the aggregate principal amount of Initial Securities, subject in each case to such adjustments as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained in its discretion shall obligate the Underwriters make to make eliminate any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered sales or shall theretofore have been delivered as herein providedpurchases of fractional Securities. (c) Payment of the purchase price for, and delivery of any certificates for, the Firm Initial Securities shall be made at the offices of the Representative Dechert LLP at 000 Xxxxxxx 0000 X Xxxxxx, 00xx XxxxxX.X., Xxx XxxxXxxxxxxxxx, Xxx Xxxx 00000, X.X. 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. A.M. (New York City time) on ________May 31, 1999 2023 (unless postponed in accordance with the provisions of Section 8 hereof), or at such other time and not later than ten business days after such date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned office of the Representative offices, or at such other place as shall be agreed upon by the Representative and the Company Company, on each Option Closing Date as specified in Date. Payment shall be made to the notice from Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative to for the Company. Delivery respective accounts of the certificates Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the Firm purchase price for, the Initial Securities and the Option Securities, if any, shall be made which it has agreed to the Underwriters against payment by purchase. The Representative, individually and not as representative of the Underwriters, severally and may (but shall not jointly, be obligated to) make payment of the purchase price for the Firm Initial Securities and or the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, be purchased by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and any Underwriter whose funds have not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to 97.0% of the provisions of Section 11 hereofaggregate principal amount (the “Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part portion of an additional 300,000 shares of Common Stock the Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option hereby granted hereby will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than three or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the aggregate principal amount of Initial Securities, subject in each case to such adjustments as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained in its discretion shall obligate the Underwriters make to make eliminate any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered sales or shall theretofore have been delivered as herein providedpurchases of fractional Securities. (c) Payment of the purchase price for, and delivery of any certificates for, the Firm Initial Securities shall be made at the offices of the Representative Dechert LLP at 000 Xxxxxxx 0000 X Xxxxxx, 00xx XxxxxX.X., Xxx XxxxXxxxxxxxxx, Xxx Xxxx 00000, X.X. 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. A.M. (New York City time) on ________November 15, 1999 2021 (unless postponed in accordance with the provisions of Section 8 hereof), or at such other time and not later than ten business days after such date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned office of the Representative offices, or at such other place as shall be agreed upon by the Representative and the Company Company, on each Option Closing Date as specified in Date. Payment shall be made to the notice from Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative to for the Company. Delivery respective accounts of the certificates Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the Firm purchase price for, the Initial Securities and the Option Securities, if any, shall be made which it has agreed to the Underwriters against payment by purchase. The Representative, individually and not as representative of the Underwriters, severally and may (but shall not jointly, be obligated to) make payment of the purchase price for the Firm Initial Securities and or the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, be purchased by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and any Underwriter whose funds have not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (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 the Underwriter, and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company Company, the Firm Securities at a price of equal to $_______ per share of Common Stock [90% of the initial public offering price price], and $____ per share Redeemable Warrant [90% of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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 hereofinitial public offering price]. (b) In addition, on the basis of the representations, warranties, covenants and agreements agreement, herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, Underwriter to purchase all or any part of an additional 300,000 shares of Common Stock the Option Securities at a price of equal $_________ per share of Common Stock [90% of the initial offering price] and $________ per Redeemable Warrant [90% of the initial public offering price per share of Common Stockprice]. The option granted hereby will expire forty-forty five (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 Underwriter to the Company setting forth the number of Option Securities as to which the several Underwriters are Underwriter 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 RepresentativeUnderwriter, but shall not be later than three seven (37) 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 Underwriter and the Company. Nothing herein contained shall obligate the Underwriters Underwriter to make any over-allotmentsexercise the option granted hereby. 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 the Representative Underwriter at 000 Xxxxxxx 00 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx 00000, or at such other place as shall be agreed upon by the Representative Underwriter 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 Underwriter and the Company, Company but not less than three (3) nor more than five seven (57) 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 are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-above mentioned office of the Representative Underwriter or at such other place as shall be agreed upon by the Representative Underwriter 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 Underwriter against payment by the Underwriters, severally and not jointly, Underwriter 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters Underwriter 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 Underwriter at such office offices or such other place as the Representative Underwriter 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 RepresentativeUnderwriter or its designees the Underwriter's Warrants at a for an aggregate purchase price of twenty dollars ($.0001 per warrant20.00), which Representative's Warrants warrants shall entitle the holders thereof to purchase an aggregate of 200,000 an additional 100,000 shares of Common StockStock and/or an additional 400,000 Redeemable Warrants. The RepresentativeUnderwriter'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 and sixty percent (120160%) of the respective initial public offering price of the Sharesshares of Common Stock and the Redeemable Warrants. The RepresentativeUnderwriter's Warrant Agreement and the form of the certificates for the Underwriter's Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 1.2 to the Registration Statement. Payment for the RepresentativeUnderwriter's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees Issuers hereby agree to issue and sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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. Underwriters and (bii) 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 Underwriter hereby grants an option to the Underwritersagrees, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock the Securities from the Issuers, at a purchase price of $_________ per share of Common Stock [9098.05% of the initial public offering price per share principal amount thereof (the "Purchase Price"), the respective principal amount of Common Stock]. The option granted hereby will expire forty-five (45) days after (i) Securities set forth in Schedule I hereto opposite the date the Registration Statement becomes effectivename of such Underwriter, plus accrued interest, if the Company has elected not to rely on Rule 430A under the Rules and Regulationsany, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulationsfrom December 15, 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 the several Underwriters 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 three (3) full business days after the exercise of said option, nor in any event prior 1997 to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representative . Delivery of 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 payment of the purchase price for, and delivery of certificates for, Purchase Price for the Firm Securities shall be made at the in your offices of the Representative at 000 Xxxxxxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place location as shall may be agreed upon by the Representative and the Companymutually acceptable. Such delivery and payment shall be made at 10:00 a.m. (a.m., New York City time) , on ________December 15, 1999 1997, or at such other time and date as shall be agreed upon by the Representative you and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement (such Issuers. The time and date of such delivery and payment and delivery being are herein called the "Closing Date"). In addition, in the event that any or all ." Delivery 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 you for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters your account against payment by the Underwriters, severally and not jointly, of the purchase price for the Firm Securities and by wire transfer of immediately available funds to an account or accounts to be designated by the Option Issuers at least one business day prior to the Closing Date. On the Closing Date, subject to the delivery of the 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 Underwriters, acting severally jointly and not jointlyseverally, shall purchase that proportion agree to reimburse the Issuers for $200,000 of their expenses of the total number of Option Offering. The Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 name or names and in such authorized denominations as the Underwriters you may request in writing at least two (2) full business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates Issuers will permit you to examine and package such Securities for the Firm Securities and the Option Securities, if any, shall be made available to the Representative delivery 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 least one full business day prior to the Closing Date or Date. Each of the relevant Option Closing DateUnderwriters hereby, as the case may be. (d) On the Closing Dateseverally and not jointly, represents and warrants to, and agrees with, the Company shall issue and sell to the Representative Representative's Warrants at a purchase price of $.0001 per warrantIssuers that it will, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date during its initial distribution of the Registration Statement at Securities, furnish to each person to whom it sells any Securities a price equaling one hundred twenty percent (120%) copy of the respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing DateProspectus.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Company agrees to sell to each Underwriter, and each UnderwriterSelling Security Holders, severally and not jointly, hereby agrees to purchase from sell to the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common StockUnderwriters, that number of Firm Securities set forth in Schedule A opposite the name of such and each Underwriter, subject to such 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 upon the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forthstated, the Company hereby grants an option to the Underwritersagrees, severally and not jointly, agrees to purchase all or any part of an additional 300,000 shares of Common Stock from such Selling Security Holder, at a price of $_________ per share of Common Stock [90% of the initial public offering purchase price per share of Common Stock]. The option granted hereby will expire forty-five Firm Unit hereinafter set forth (45the “Purchase Price”) 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 Holder Firm Units (subject to such adjustments to eliminate fractional Units as to which you may deem appropriate) that bears the several Underwriters 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 three (3) full business days after the exercise of said option, nor in any event prior same proportion 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 the Representative 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 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which Holder Firm Units to be sold by such Selling Security Holder as the number of Firm Securities Units set forth in on Schedule A B hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesUnits. The Purchase Price for the Holder Firm Units shall be the initial public offering price of the Firm Units, subject as set forth in each case the final Prospectus, less an underwriting discount not to exceed 5% of such adjustments initial public offering price. (b) Payment of the purchase price for, and delivery of certificates representing, the Holder Firm Units shall be made at such time and place as is designated in the Capital Growth Financial, LLC , 2006 Page 6 Company Underwriting Agreement with respect to the Company Units. The closing of the payment of the purchase price for, and delivery of certificates representing, the Holder Firm Units is referred to herein as the “Closing.” (c) Payment of the purchase price for the Holder Firm Units shall be made in the manner directed by each Selling Security Holder on the Selling Security Holder Signature Page to this Agreement, upon delivery of certificates for the Holder Firm Units to the Representative in its discretion shall make to eliminate any sales or purchases through the facilities of fractional sharesThe Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Holder Firm Securities and the Option Securities, if any, Units shall be registered in definitive, fully registered form, shall bear no restrictive legends such name or names and shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least two (2) business days prior to before 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 Each Selling Security Holder hereby waives its right to receive physical delivery of certificates evidencing the Closing DateHolder Firm Units corresponding to its name on Schedule A to this Agreement, and, as described in Section 1(f) hereof, hereby authorizes the Company’s transfer agent to (i) register the Holder’s Units in the name of the Selling Security Holder and (ii) sell and transfer the Holder’s Units to the Underwriters at the Closing, against delivery to the Selling Security Holder of the net proceeds of sale. Each Selling Security Holder agrees to furnish all information and deliver all signed documents or instruments that may be reasonably requested by the Company shall issue and sell to or the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle in order to facilitate the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date issuance of the Registration Statement at a price equaling one hundred twenty percent (120%) of Holder Firm Units by the respective initial public offering price of Company and the Shares. The Representative's Warrant Agreement transfer agent as set forth in this paragraph and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing DateSection 1(f).

Purchase Sale and Delivery of the Securities. (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, severally and not jointly, agrees to purchase from the Company at a price of $_______ [9092% of the initial public offering price per share of Common Stockprice] per share Preferred Share, $_______ [92% of the public offering price] per Common StockShare and $_______ [92% of the public offering price] per Redeemable Warrant, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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, severally and not jointly, to purchase all or any part of an additional 300,000 225,000 shares of Convertible Preferred Stock at a price of $_______ [92% of the public offering price] per share of Convertible Preferred Stock, 225,000 shares of Common Stock at a price of $_________ [92% of the public offering price] per share of Common Stock and/or 450,000 Redeemable Warrants at a price of $______ [9092% of the initial public offering price price] per share of Common Stock]Redeemable Warrant. The option granted hereby will expire forty-five (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 the several Underwriters 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 three (3) 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 the Representative at 000 Xxxxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxxxx 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 1997 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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. 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 150,000 shares of Convertible Preferred Stock, 150,000 shares of Common StockStock and/or 300,000 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 respective initial public offering price of the Preferred Shares, the Common Shares and the Redeemable Warrants. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 4.4 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, the Underwriters the Underwritten Securities and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company Company, the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule A hereto at a purchase price of $_______ [90% of the initial public offering price 1.90 per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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 hereofshare. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, up to purchase all or any part of an additional 300,000 3,750,000 shares of Common Stock Optional Securities at a price of $_________ per share of Common Stock [90% of the initial public offering same purchase price per share of Common Stock]as the Underwriters shall pay for the Underwritten Securities. The Said option granted hereby will expire forty-five (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 at any time to time only for on or before the purpose of covering over-allotments which may be made in connection with 30th day after the offering and distribution date of the Firm Securities Prospectus upon written or telegraphic notice by the Representative Representatives to the Company setting forth the number of Option Optional Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") Optional Securities to be purchased by each Underwriter shall be determined the same percentage of the total number of Optional Securities to be purchased by the Representativeseveral Underwriters as such Underwriter is purchasing of the Underwritten Securities, but subject to such adjustments as you in your absolute discretion shall not be later than three (3) full business days after the exercise of said option, nor in make to eliminate 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 providedfractional shares. (c) Payment Delivery of and payment for the Underwritten Securities and the Optional Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before 4:30 P.M. on the third business day immediately preceding the Closing Date) shall be made on April 11, 2012 at 10:00 A.M. or at such time on such later date not more than three business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for, and delivery of certificates for, thereof to or upon the Firm Securities shall be made at the offices order of the Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon Company 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 wire transfer payable in same-day funds to an account specified by the Representative and the Company, but not less than three (3) nor more than five (5) 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 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 Underwritten Securities and the Option Securities, if any, Optional Securities shall be made to through the Underwriters against payment by facilities of The Depository Trust Company unless the Underwriters, 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 Underwriters, acting severally and not jointly, Representatives shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 beotherwise instruct. (d) On If the option provided for in Section 3(b) hereof is exercised after 4:30 P.M. on the third business day immediately preceding the Closing Date, the Company shall issue and sell will deliver the Optional Securities (at the expense of the Company) to the Representative Representative's Warrants Representatives, at a the offices of Xxxxx Xxxx & Xxxxxxxx LLP, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option, unless said option is exercised after 4:30 P.M. in which case such date shall be within four business days of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Optional Securities, and the obligation of the Underwriters to purchase an aggregate of 200,000 shares of Common Stock. The Representative's Warrants the Optional Securities shall be exercisable for a period conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of four (4) years commencing one (1) year from such date the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the respective initial public offering price of the Shares. The Representative's Warrant Agreement opinions, certificates and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made letters delivered on the Closing DateDate pursuant to Section 7 hereof.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein set forthof this Agreement, (i) at the Initial Closing, subject to possible reduction in the number of Securities to be purchased by the Purchaser at the Initial Closing in accordance with Section 3(d) below, the Company agrees to sell to each Underwriter, Purchaser shall purchase and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% shall sell and issue to the Purchaser (A) all of the initial public offering price per share of Common Stock] per share of Common Stock, Warrants and (B) that number of Firm Securities set forth shares of Preferred Stock (the "Initial Preferred Stock") as would result (if the shares of Preferred Stock included in Schedule A opposite the name Initial Preferred Stock were then converted) in the issuance of such Underwriter, subject to such 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price equal to 19.9% of $_________ per share the shares of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (45) days after (i) Company outstanding immediately prior to the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules Initial Closing and Regulations, or (ii) at the date of this Agreement if Final Closing (hereinafter defined) the Purchaser shall purchase and the Company has elected to rely upon Rule 430A under the Rules shall sell 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 issue to the Company setting forth Purchaser that number of shares of Preferred Stock (the "Remaining Preferred Stock") equal to the difference between (x) 100,000 and (y) the number of Option Securities as shares of Initial Preferred Stock sold and issued to which the several Underwriters are then exercising Purchaser at the option and Initial Closing. The Company shall deliver to the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Purchaser at the Initial Closing Date") shall be determined a schedule, certified by the RepresentativeCompany's Chief Financial Officer, but shall not setting forth in such reasonable detail as may be later than three (3) 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 requested by the Representative and Purchaser, 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 providedcalculations called for by this Section 3(a). (c) Payment The purchase and sale of the purchase price for, and delivery of certificates for, the Firm Securities Remaining Preferred Stock shall be made take place at the offices of the Representative at 000 Xxxxxxx XxxxxxProskauer Rose LLP, 00xx Xxxxx1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall xxthin two (2) days following the satisfaction of the conditions set forth in this Agreement required to be agreed upon by satisfied prior to consummation of the Representative purchase and sale of the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on ________Remaining Preferred Stock, 1999 but in no event later than 100 days following the Initial Closing, or at such other time and date place as the Company and the Purchaser mutually agree upon orally or in writing (which time and place are designated as the "Final Closing"). At the Final Closing, the Company shall be agreed deliver to the Purchaser one or more certificates representing the Remaining Preferred Stock being sold and issued, in such denomination or denominations and registered in such name or names as the Purchaser shall request upon by the Representative and notice to the Company, but not less than three (3) nor more than five (5) full business days after the effective date against payment by or on behalf of the Registration Statement Purchaser of the purchase price therefor by wire transfer, payable to or upon the order of the Company in immediately available funds. (such time d) In the event that Greenwich Street Capital Partners II, L.P. or any affiliate fund thereof ("Greenwich") and date of payment and delivery being herein called the The Huff Xxxernative Income Fund, L.P. ("Closing DateHuff"). In addition, agree to purchase Securities at the Initial Closing, then (i) the full number of Warrants provided under Section 3(a)(i) above to be issued and sold by the Company to the Purchaser at the Initial Closing shall be issued and sold to the Purchaser at the Initial Closing; and (ii) the number of shares of Initial Preferred Stock provided under Section 3(a)(i) above to be issued and sold by the Company to the Purchaser at the Initial Closing shall be allocated 28.57143% to the Purchaser, 14.28572% to Greenwich and 57.14285% to Huff. (e) Notwithstanding anything to the contrary elsewhere in this Agreement, 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering share closing price of the SharesCommon Stock on the day immediately preceding the Initial Closing is less than $6.27, then (A) notwithstanding anything to the contrary contained herein (including without limitation Section 6(c)(i) below), no Stockholder Approval shall be required in connection with the transactions contemplated by this Agreement and (B) the Final Closing shall occur as soon as reasonably practicable after the Initial Closing. The Representative's Warrant Initial Closing and the Final Closing are sometimes referred to collectively in this Agreement as the "Closings" and form of Warrant Certificate shall be substantially in the form filed each as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Datea "Closing".

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which [•]% of such Underwriter may become obligated to purchase pursuant to aggregate principal amount (the provisions of Section 11 hereof“Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part of up to an additional 300,000 shares $[•] aggregate principal amount of Common Stock Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option granted by this Section 3(b) may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than three or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total aggregate principal amount of Initial Securities, subject in each case to such adjustments as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained in its discretion shall obligate the Underwriters make to make eliminate any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered sales or shall theretofore have been delivered as herein providedpurchases of fractional Securities. (c) Payment of the purchase price for, and delivery of any certificates for, the Firm Initial Securities shall be made at the offices of the Representative Proskauer Rose LLP at 0000 Xxxxxxxxxxxx Xxx., XX, Xxxxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxxxxx, Xxx Xxxx 00000, XX 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. A.M. (New York City time) on ________[•], 1999 2021 (unless postponed in accordance with the provisions of Section 8), or at such other time and not later than ten business days after such date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned office of the Representative offices, or at such other place as shall be agreed upon by the Representative and the Company Company, on each Option Closing Date as specified in Date. Payment shall be made to the notice from Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative to for the Company. Delivery respective accounts of the certificates Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the Firm purchase price for, the Initial Securities and the Option Securities, if any, shall be made which it has agreed to the Underwriters against payment by purchase. The Representative, individually and not as representative of the Underwriters, severally and may (but shall not jointly, be obligated to) make payment of the purchase price for the Firm Initial Securities and or the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, be purchased by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and any Underwriter whose funds have not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (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, severally and not jointly, agrees to purchase from the Company at a price of $_______ [9092% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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, severally and not jointly, to purchase all or any part of an additional 300,000 330,000 shares of Common Stock at a price of $_________ per share of Common Stock [9092% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 the several Underwriters 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 three (3) 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 the Representative 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 220,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 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. (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, severally and not jointly, agrees to purchase from the Company at a price of $_______ [9092.5% of the initial public offering price per share of Common Stockprice] per share Share, $_______ [92.5% of Common Stockthe public offering price] per Redeemable Warrant and $_______ [92.5% of the public offering price] per Convertible Debenture, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative Representatives 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 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [9092.5% of the initial public offering price price] per share of Common Stock], 300,000 Redeemable Warrants at a price of $______ [92.5% of the public offering price] per Redeemable Warrant and/or $3,750,000 aggregate principal amount of Convertible Debentures at a price of $______ [92.5% of the public offering price] per Convertible Debenture. The option granted hereby will expire forty-five (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 Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters 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 RepresentativeRepresentatives, but shall not be later than three (3) 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 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 the Representative Xxxxx at 000 Xxxxxxx Xxxxxxxxx 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 five (5) 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 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 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 and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities, subject in each case to such adjustments as the Representative Representatives 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 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 and the Option Securities, 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 xxx 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 Representative's Representatives' Warrants at a purchase price of $.0001 per warrant, which Representative's Representatives' Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock, 200,000 Redeemable Warrants and/or $2,500,000 aggregate principal amount of Convertible Debentures (excluding the Option Securities) being underwritten for the account of the Company. 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 respective initial public offering price of the Shares, Redeemable Warrants and the Convertible Debentures. The Representative's Representatives' Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 [4.5] 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. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, the Underwriter and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company purchase, at a price of $_______ [90% of 18.89 per share, the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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 hereofUnderwritten Securities. (b) Payment for the Underwritten Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 am (Eastern time), on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Underwriter and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange and NYSE AMEX are open for trading and on which banks in New York are open for business and are not permitted by law or Executive order to be closed. (c) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, Underwriter to purchase all or any part of an additional 300,000 shares of Common Stock the Option Securities at a price of $_________ per share of Common Stock [90% of the initial public offering price per share as set forth in paragraph (a) of Common Stock]this Section 2. The option granted hereby will expire forty-five (45) may be exercised at any time and from time to time, in whole or in part, within 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 Agreement, 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 written notice by the Representative Underwriter to the Company setting forth the number of Option Securities as to which the several Underwriters are then Underwriter is exercising the option and the time and date of payment and delivery for any at which such Option Securitiescertificates are to be delivered. Any such The time and date of delivery (an "at which certificates for Option Closing Date") Securities are to be delivered shall be determined by the Representative, Underwriter but shall not be earlier than three nor later than three (3) 10 full business days after the exercise of said such option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the 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. Date (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of the Representative 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 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 five (5) full business days after the effective date of the Registration Statement (each such time and date of payment and delivery being herein called the "referred to as an “Option Closing Date"”). In additionIf the date of exercise of the option is three or more days before the Closing Date, in the event that any or all notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Securities are purchased granted hereunder may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the UnderwritersUnderwriter. The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment of for the purchase price for, and delivery of certificates for, such Option Securities shall be made at on 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 Federal (same day funds) through the notice from the Representative to the Company. Delivery facilities of the certificates for the Firm Securities and the Option SecuritiesThe Depository Trust Company in New York, if any, shall be made to the Underwriters against payment by the Underwriters, severally and not jointly, of the purchase price for the Firm Securities and the Option Securities, if any, New York drawn 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 beCompany. (d) On the Closing Date, the Company shall issue and sell to the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Issuer the respective number of Underwritten Securities set forth such Underwriter’s name in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof, at a price per Share and accompanying Warrant of $2.82 (the “Purchase Price”), and the purchase price for each Pre-Funded Warrant and accompanying Warrant shall be the Purchase Price less $0.00094 per Pre-Funded Warrant Share. The Issuer hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from Underwriters shall have the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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 Underwritersright, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% portion of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 Option Securities as may be exercised in whole or in part from time necessary to time only for the purpose of covering cover over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice transactions contemplated hereby. The purchase price to be paid by the Representative Underwriters for the Option Shares shall be $2.819 per share and the purchase price to be paid by the Underwriters for the Option Warrants shall be $0.001 per each Option Warrant. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company setting Issuer (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option is being exercised, and the date and time when the Option Securities are to be delivered (such date and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Representative, but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than three (3) full the fifth business days day after the exercise date on which the option shall have been exercised unless the Issuer and the Underwriter otherwise agree. The number of said optionOption Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, nor subject to such adjustments as you in your absolute discretion shall make to eliminate any event prior to fractional shares. Payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second business day immediately preceding the Closing Date, as hereinafter defined, unless otherwise agreed upon by ) to be sold hereunder is to be made in immediately available funds against delivery of Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second business day immediately preceding the Closing Date) to the Representative and for 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 several accounts of the purchase price for, and delivery of certificates for, the Firm Securities shall Underwriters. Such payment is to be made at through the offices facilities of the Representative at 000 Xxxxxxx XxxxxxDepository Trust Company, 00xx XxxxxNew York, 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 New York at 10:00 a.m. (a.m., New York City time) , on ________, 1999 the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as shall be agreed upon by the Representative you and the CompanyIssuer shall agree upon, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called referred to as the "“Closing Date"). In addition, in the event that any or all .” Delivery of the Shares and the Option Securities are purchased by Shares (if the Underwriters, payment option provided for in Section 2 hereof shall have been exercised on or before the second business day immediately preceding the Closing Date) shall be made through the facilities of the purchase price for, Depository Trust Company and delivery of certificates for, such the Warrants and Option Securities Warrants (if the option provided for in Section 2 hereof shall have been exercised on or before the second business day immediately preceding the Closing Date) shall be made at the above-mentioned office of the Representative or at such other place as shall by physical delivery to be agreed upon received 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least later than two (2) business days prior to following the Closing Date or or, if applicable, the relevant Option Closing Date, as . Payment of the case may be. The certificates purchase price for the Firm Securities and delivery of the Option Securities, if any, shall be made available to Shares and/or 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on an Option Closing Date in the Closing Datesame manner. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, (a) the Company agrees to sell to each Underwriterthe Initial Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company the principal amount of Firm Securities set forth opposite its name in Schedule A hereto at a price equal to 97.0% of the principal amount thereof (the “Purchase Price”) and (b) in the event and to the extent that the Initial Purchasers shall exercise the election to purchase Option Securities as provided below, the Company agrees to sell to the Initial Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at the Purchase Price plus accrued interest, if any, from, and including the First Closing Date to, but excluding the date of payment and delivery, the principal amount of Option Securities as to which such election shall have been exercised. The Company hereby grants to the several Initial Purchasers the right to purchase at their election the Option Securities, solely for the purpose of covering sales of Securities in excess of the number of the Firm Securities. The option granted hereunder may be exercised for settlement no later than the thirteenth calendar day from, and including, the First Closing Date. Subject to the preceding sentence the option granted hereunder may be exercised at any time, and from time to time, in whole or in part upon written notice by the Representatives to the Company. Such notice shall set forth (i) the aggregate principal amount of Option Securities as to which the Initial Purchasers are exercising the option, and (ii) the time, date and place at which the Securities will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date for the Firm Securities; and in the event that such time and date are simultaneous with such First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery to the Initial Purchasers of and payment for the Firm Securities and such Option Securities). If any Option Securities are to be purchased, each UnderwriterInitial Purchaser, severally and not jointly, agrees to purchase from the Company at a price the principal amount of $_______ [90% Option Securities that bears the same proportion to the total principal amount of Option Securities to be purchased as the initial public offering price per share of Common Stock] per share of Common Stock, that number principal amount of Firm Securities set forth in on Schedule A opposite the name of such Underwriter, subject Initial Purchaser bears to such adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number total principal amount 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 the several Underwriters 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 (delivery, if subsequent to the First Closing Date, is called an "“Option Closing Date") ,” shall be determined by the Representative, but Representatives and shall not be later earlier than three one business day after delivery of such notice of exercise. The Initial Purchasers have advised the Company, and the Company understands, that the Initial Purchasers will make offers to sell (3the “Exempt Resales”) full business days after some or all of the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon Securities purchased by the Representative and Initial Purchasers hereunder on the Companyterms set forth in the Time of Sale Document to persons (the “Subsequent Purchasers”) whom the Initial Purchasers reasonably believe are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act). Nothing herein contained shall obligate Payment for 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 by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Securities, at the offices of the Representative Xxxxxxx Procter LLP at 000 Xxxxxxx Xxxxxx10:00 a.m. New York City time on September 15, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 000002023, 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 later than three (3) nor more than five (5) seven full business days after thereafter as the effective date of Representatives and the Registration Statement Company determine (such time and date of payment and delivery being herein called referred to as the "“First Closing Date"”). In addition, or, in the event that any or all case 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 on the Underwriters against payment by the Underwriters, severally and not jointly, of the purchase price Option Closing Date. Payment for the Firm Securities and to be purchased on 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to the First Closing Date or the relevant any Option Closing Date, as the case may be. The certificates for the Firm Securities and the Option Securities, if any, shall be made available against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the account of the Initial Purchasers of the Securities to be purchased on such date, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Initial Purchasers at such office or such other place as the Representative may designate for inspection, checking and packaging no offices of Xxxxxxx Procter LLP not later than 9:30 a.m. 5:00 p.m., New York City time, on the last business day prior to the First Closing Date or the relevant any 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 at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the number of Firm Securities set forth next to each Underwriterits name on Schedule 1 hereto to the Underwriters, and each UnderwriterSelling Securityholder, severally and not jointly, agrees to sell the number of Firm Securities set forth next to its name on Schedule 1 hereto to the Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders, at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share share, the number of Common Stock [90% Firm Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. The number of Firm Securities to be purchased from the Company and each Selling Securityholder, respectively (as adjusted by the Representatives to avoid fractions), by each of the initial public offering Underwriters shall be determined by multiplying the aggregate number of such Firm Securities to be sold by the Company or such Selling Securityholder, as the case may be, as set forth opposite the name of such Underwriter on Schedule 2 hereto and the denominator of which is the total number of Firm Securities set forth on Schedule 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company and the Selling Securityholders at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds to the respective accounts of the Company and the Selling Securityholders. Such delivery of and payment for the Firm Securities shall be made at the offices of Fulbright & Jawoxxxx X.X.P., 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 9:30 A.M., New York time, on March ___, 1997, or at such other place, time or date as the Representatives, the Company and the Selling Securityholders may agree upon or as the Representatives may determine pursuant to Section 10 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." Each of the Company and the Selling Securityholders severally will make such certificate or certificates for the Firm Securities to be sold by it available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the MLGA Fund hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of Common Stock]this Section 3. The option granted hereby will expire forty-five (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 as to all or in any part of the Option Securities from time to time only for within thirty days after the purpose of covering over-allotments which may be made in connection with the offering and distribution date of the Firm Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock 13 Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities upon prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Representative to MLGA Fund and the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of 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, Representatives but shall not be earlier than two business days or later than three (3) full five business days after the such exercise of said optionthe option and, nor in any event prior event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the MLGA Fund and Company may agree upon or as the Representatives may determine pursuant to Section 10 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the MLGA Fund shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the MLGA Fund, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option 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 providedrespectively. (c) Payment Each of the Company and the Selling Securityholders hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for, for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of certificates for, a receipt for Shares by the Firm Securities shall be made at the offices Underwriters indicates completion of the Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by closing of a purchase of the Representative Shares from the Company and the CompanySelling Securityholders. 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 five (5) 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 additionFurthermore, in the event that any or all the Underwriters wire funds to the Company and the Selling Securityholders prior to the completion of the Option Securities are purchased by the Underwritersclosing of a purchase of Shares, payment each 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 Company and the Selling Securityholders hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company on each Option Closing Date as specified in and the notice from the Representative Selling Securityholders will not be entitled to the Company. Delivery of wired funds and shall return the certificates for the Firm Securities and the Option Securities, if any, shall be made wired funds to the Underwriters against payment as soon as practicable (by the Underwriters, severally and not jointly, wire transfer 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 same-day funds) upon demand. In the event such option that the closing of a purchase of Shares is exercisednot completed and the wire funds are not returned by the Company or the Selling Securityholders to the Underwriters on the same day the wired funds were received by the Company and the Selling Securityholders, each of the UnderwritersCompany and the Selling Securityholders severally agree to pay to the Underwriters in respect of each day the wire funds are not returned by it, acting severally and not jointlyin same-day funds, shall purchase that proportion of interest on the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name amount of such Underwriter bears to wire funds in an amount representing the total number Underwriters' cost of Firm Securities, subject in each case to such adjustments financing as the Representative in its discretion shall make to eliminate any sales or purchases of fractional sharesreasonably determined by Prudential Securities Incorporated. 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 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 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.14 (d) On the Closing DateIt is understood that any of you, the Company shall issue individually and sell to the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. The Representative's Warrants shall be exercisable for a period of four (4) years commencing not as one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent Representatives, may (120%but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the respective initial public offering price Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Dateits or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective numbers of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that respective number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to $7.6608 per share (the provisions of Section 11 hereof“Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part of an additional up to 300,000 shares of Common Stock Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering Purchase Price; provided that the price per share of Common Stock]for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted hereby will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters 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 earlier than three or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date, . If the option is exercised as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained shall obligate the Underwriters to make all or 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 portion of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of the Representative 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 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 five (5) 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 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 the Company will sell to the Underwriters against payment by the Underwriters, severally and not jointly, that proportion of the purchase price for the Firm total number of Option Securities then being purchased, 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 Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities then being purchased purchased, which the number of Firm Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total number of Firm Initial 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. (c) Payment of the purchase price for, and delivery of any certificates for, the Initial Securities shall be made at the offices of Dechert LLP at 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M. (New York City time) on October 31, 2016 (unless postponed in accordance with the provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Date”). Certificates 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 any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Option Closing Date. Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative for the Firm respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be in definitiveobligated to) make payment of the purchase price for the Initial Securities or the Option Securities, fully registered formif any, shall bear no restrictive legends and shall to be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to purchased by any Underwriter whose funds have not been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to [•]% of the provisions of Section 11 hereofaggregate principal amount (the “Purchase Price”). (b) In ln addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part portion of an additional 300,000 shares of Common Stock the Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option hereby granted hereby will expire forty-five (45at 11:59 P.M. New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Options Securities as to which the several Underwriters 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 earlier than two or later than three (3) five full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date, . If the option is exercised as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained shall obligate the Underwriters to make all or 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 portion of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of the Representative 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 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 five (5) 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 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 the Company will sell to the Underwriters against payment by the Underwriters, severally and not jointly, that proportion of the purchase price for the Firm aggregate principal amount of Option Securities then being purchased, 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 Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased purchased, which the number aggregate principal amount of Firm Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof, bears to the total number aggregate principal amount of Firm Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional sharesSecurities. (c) Payment of the purchase price for, and delivery of any certificates for, the Initial Securities shall be made at the offices of Xxxxx Lord LLP, 000 Xxxxx Xxxxxx, 20th Floor, New York, New York 10281 or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 a.m. (New York City time) on [•], 2023 (unless postponed in accordance with the provisions of Section 7 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Date”). Certificates ln 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 any certificates for, such Option Securities shall be made at 9:00 a.m. (New York City time) at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Option Closing Date. Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative for the Firm respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be in definitiveobligated to) make payment of the purchase price for the Initial Securities or the Option Securities, fully registered formif any, shall bear no restrictive legends and shall to be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to purchased by any Underwriter whose funds have not been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to 97.0% of the provisions of Section 11 hereofaggregate principal amount (the “Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part portion of an additional 300,000 shares of Common Stock the Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option hereby granted hereby will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than two or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the aggregate principal amount of Initial Securities, subject in each case to such adjustments as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained in its discretion shall obligate the Underwriters make to make eliminate any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered sales or shall theretofore have been delivered as herein providedpurchases of fractional Securities. (c) Payment of the purchase price for, and delivery of any certificates for, the Firm Initial Securities shall be made at the offices of the Representative Dechert LLP at 000 Xxxxxxx 0000 X Xxxxxx, 00xx XxxxxX.X., Xxx XxxxXxxxxxxxxx, Xxx Xxxx 00000, X.X. 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. A.M. (New York City time) on ________August 18, 1999 2021 (unless postponed in accordance with the provisions of Section 8 hereof), or at such other time and not later than ten business days after such date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned office of the Representative offices, or at such other place as shall be agreed upon by the Representative and the Company Company, on each Option Closing Date as specified in Date. Payment shall be made to the notice from Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative to for the Company. Delivery respective accounts of the certificates Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the Firm purchase price for, the Initial Securities and the Option Securities, if any, shall be made which it has agreed to the Underwriters against payment by purchase. The Representative, individually and not as representative of the Underwriters, severally and may (but shall not jointly, be obligated to) make payment of the purchase price for the Firm Initial Securities and or the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, be purchased by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and any Underwriter whose funds have not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Sellers agree to sell to each Underwriterof the Underwriters, and each Underwriterof the Underwriters, severally and not jointly, agrees to purchase from the Company Sellers, at a purchase price of $____ per share sold by the Company, and at a purchase price of $_______ [90% of per share, sold by the initial public offering price per share of Common Stock] per share of Common StockSelling Stockholders, that the number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative Underwriter in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional Schedule 1 hereto. The number of Firm Securities which such to be purchased by each Underwriter may become obligated to purchase pursuant from each Seller shall be as nearly as practicable in the same proportion to the provisions total number of Section 11 hereofFirm Securities being sold by each Seller as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders shall be several and not joint. (b) In addition, on Certificates in negotiable form for the basis total number of the representations, warranties, covenants and agreements herein contained, but Securities to be sold hereunder by the Selling Stockholders have been placed in custody with the Company or its designee as custodian (the "Custodian") pursuant to the Custodian Agreement executed by each Selling Stockholder for delivery of all Firm Securities to be sold hereunder by the Selling Stockholders. Each of the Selling Stockholders specifically agrees that the Firm Securities represented by the certificates held in custody for the Selling Stockholders under the Custodian Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders of such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Securities hereunder, certificates for the Firm Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Firm Securities held by it against delivery of such Firm Securities. (c) One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Sellers to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer of same-day funds. Such delivery of and payment for the Firm Securities shall be made at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., eastern time, on September ___, 1997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein set forthreferred to as the "Firm Closing Date." The Company will make the certificates for the Firm Securities available for checking and packaging by the Representatives at least 24 hours prior to the Firm Closing Date. (d) For the sole purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to the Underwriterspurchase, severally and not jointly, the Option Securities. The purchase price to purchase be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities sold by the Company set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 Option Securities from time to time only for within thirty days after the purpose of covering over-allotments which may be made in connection with the offering and distribution date of the Firm Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter). The Underwriters shall not be under any obligation to purchase any of the Option Securities upon prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by the Representative telephone (confirmed within 24 hours in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of 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, Representatives but shall not be earlier than two business days or later than three (3) full five business days after the such exercise of said optionthe option and, nor in any event prior to event, shall not be earlier than the Firm Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representative . The time 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 the Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000date set forth in such notice, 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 on such other date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) 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 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 may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on each the related Option Closing Date as specified in the notice from manner, and upon the Representative terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, Firm Closing Date shall be made deemed, for purposes of this paragraph 3(b), to the Underwriters against payment by the Underwritersrefer to such Option Securities and Option Closing Date, severally respectively. (e) It is understood that you, individually and not jointlyas the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the purchase price for Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (f) If on the Firm Closing Date any Selling Stockholder fails to sell the Firm Securities and the Option Securities, if any, which such Selling Stockholder has agreed 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 sell on such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities date as set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 DateII hereto, the Company shall issue and agrees that it will sell to or ----------- arrange for the Representative Representative's Warrants at a purchase price sale of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate that number of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 Stock to the Registration Statement. Payment for Underwriters which represents Firm Securities which such Selling Stockholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as ----------- may be requested by the Representative's Warrants shall be made on the Closing DateRepresentatives.

Purchase Sale and Delivery of the Securities. (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 Underwriterthe Underwriters, and each Underwriter, severally and not jointly, agrees the Underwriters agree to purchase from the Company Company, the Firm Shares at a price of equal to $__________ [9090.75% of the initial public offering price per share of Common Stockprice] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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 hereofShare. (b) In addition, on the basis of the representations, warranties, covenants and agreements agreement, herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase all or any part of an additional 300,000 shares of Common Stock the Option Shares at a price of equal to $__________ per share of Common Stock [9090.75% of the initial public offering price price] per share of Common Stock]Share. The option granted hereby will expire forty-five (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 JSC to the Company setting forth the number of Option Securities Shares as to which 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 RepresentativeUnderwriters, but shall not be later than three seven (37) 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 Underwriters and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotmentsexercise the option granted hereby. 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 the Representative JSC at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx00 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative Underwriters 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 Underwriters and the Company, but not less than three (3) nor more than five seven (57) 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 JSC or at such other place as shall be agreed upon by the Representative Underwriters 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, severally and not jointly, 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 and the Option Securities, 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 Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shareswire transfer. 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 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 Underwriters at such office offices or such other place as the Representative Underwriters 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 Representative's Underwriters or their designees the Underwriters' Warrants at a for an aggregate purchase price of $.0001 per warrant, which Representative's Warrants warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stockan additional 230,000 Shares. The Representative's Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty and sixty-five percent (120165%) of the respective initial public offering price of the Shares. The Representative's Underwriters' Warrant Agreement and the form of Warrant Certificate the certificates for the Underwriters' Warrants shall be substantially in the form filed as Exhibit 4.1 1.2 to the Registration Statement. Payment for the Representative's Underwriters' Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) 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 the purchasers procured by the International Underwriter, or, if and to the extent the International Underwriter has not procured such purchasers, to the International Underwriter, and each Underwriter, severally and not jointly, the International Underwriter agrees to purchase procure purchasers to purchase, or failing which to purchase, from the Company Company, the International Shares at a price of U.S. $[____] per International Share, subject to such adjustment as the International Underwriter in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of International Firm Securities which the International Underwriter may become obligated to purchase pursuant to the provisions of SECTION 11 hereof. b. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the U.S. Underwriters and the U.S. Underwriters agree to purchase, from the Company, the U.S. Shares at a price of U.S. $[___ [90% of the initial public offering price per share of Common Stock__] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such UnderwriterU.S. Share, subject to such adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of U.S. Firm Securities which such Underwriter the U.S. Underwriters may become obligated to purchase pursuant to the provisions of Section SECTION 11 hereof. (b) 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 (i) International Underwriter to procure purchasers for all or any part of an additional [300,000] shares of Common Stock at a price of $[_____] per share of Common Stock and (ii) U.S. Underwriters, severally and not jointly, to purchase all or any part of an additional 300,000 [75,000] shares of Common Stock at a price of $[_________ per share of Common Stock [90% of the initial public offering price ] per share of Common Stock]. The option options granted hereby will expire forty-five [thirty] [(45) 30)] days after (ix) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (iiy) 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-over- allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representative Global Coordinator to the Company setting forth the number of Option Securities as to which the several Underwriters Global Coordinator 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 RepresentativeGlobal Coordinator, but shall not be later than three (3) 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 Global Coordinator 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) d. Payment of the purchase price for, and delivery of certificates for, for the Firm Securities shall be made at by a wire transfer in immediately available funds to the offices account of the Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000Company, or at such other place as shall be agreed upon by the Representative Company and the CompanyGlobal Underwriter. Such delivery and payment shall be made at 10:00 a.m. ([New York City City] time) on ________________, 1999 1997 or at such other time and date as shall be agreed upon by the Representative Global Underwriter and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, 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 Global Coordinator and the Company on each Option Closing Date as specified in the notice from the Representative Global Coordinator to the Company. Delivery [Finalize coordination of book entry delivery.] [Xxxxxx and Xxxxxx Xxxx to review: The Global Coordinator may designate a portion of the certificates International Shares to be purchased under this Agreement to be delivered on behalf of investors to local custodians in Sweden participating in the Swedish Securities Register Center (any reference herein to "Shares to be delivered by local delivery" shall be deemed to refer to the International Shares as to which such a designation has been made) and a portion thereof to the respective custodians for the Firm Securities Operator (as defined below), and the Option Securities, if any, CEDEL (as defined below). Notice of such election shall be made to the Underwriters against payment given by the UnderwritersGlobal Coordinator, 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 on behalf of the Underwriters, acting severally and not jointlyto the Company prior to notification with respect to the Closing Date, shall purchase that proportion of in the total number of Option Securities then being purchased which the number case of Firm Securities set forth in Schedule A hereto opposite Shares, or the name of such Underwriter bears notification with respect to the total number of Firm Option Closing Date, with respect to the International Option Securities, subject in each case . Any International Shares to such adjustments as be delivered at the Representative in its discretion shall make to eliminate any sales Closing Date or purchases of fractional shares. Certificates for the Firm Securities and at the Option Securities, if any, Closing Date shall be in definitive, fully registered form, shall bear no restrictive legends and shall delivered (i) with respect to Shares to be in such denominations and registered in such names as the Underwriters may request in writing delivered by local delivery 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 , by book-entry transfer in the Firm Swedish Securities Register center to an account to be specified by the Global Coordinator, and (ii) with respect to any International Shares not to be delivered by local delivery at the Closing Date or the Option SecuritiesClosing Date, if anyas the case may be, shall be made available by book-entry transfer in the Swedish Securities Register Center to _______________ Banken as custodian for (A) __________________ , as Operator of the [Euroclear System] (the "Operator") and (B) CEDEL Bank, S.A. ("Cedel") in such respective portions as the Underwriters may designate, upon notice to the Representative at such office or such other place as Company by the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on Global Coordinator prior to the last business day prior notification with respect 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.]

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company : (a) The Issuer agrees to sell to each Underwriter, the Underwriters and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of Issuer the initial public offering price per share of Common Stock] per share of Common Stock, that respective number of Firm Securities set forth under such Underwriter’s name in Schedule A opposite the name of such UnderwriterI hereto, subject to adjustments in accordance with Section 9 hereof, at a combined purchase price for one Firm Share and a Firm Warrant of $0.84600 (the “Firm Securities Purchase Price”). Payment for the Firm Securities to be sold hereunder is to be made in immediately available funds against delivery of Securities to the Representative for the several accounts of the Underwriters. Such payment is to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such adjustment other time and date not later than five business days thereafter as you and the Issuer shall agree upon, such time and date being herein referred to 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 Closing Date.” Delivery of the Firm Shares shall be made through the facilities of the Depository Trust Company and delivery of the Firm Warrants shall be made by physical delivery to be received by the Representative no later than two (2) business days following the Closing Date. As used herein, “business day” means a day on which such Underwriter may become obligated the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to purchase pursuant to the provisions of Section 11 hereofbe closed. (b) In addition, 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 Underwritersseveral Underwriters to purchase, severally and not jointly, (i) up to any combination of 5,833,333 Option Shares and/or 5,833,333 Option Warrants at a purchase price of $0.84506 per Option Share (the “Per Share Purchase Price”) and/or a purchase price of $0.00094 per Option Warrant (the “Warrant Purchase Price”). The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or Option Warrants will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of book-entry entitlements for the Firm Securities and such Option Securities). Any such time and date of delivery, if subsequent to the Closing Date, is called an “Option Securities Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 (subject to such adjustments to eliminate fractional shares as to which the several Underwriters 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 three (3) 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 may determine) that bears the Company. Nothing herein contained shall obligate the Underwriters same proportion 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 the Representative 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 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being to be purchased which as the number of Firm Securities set forth in on Schedule A hereto I opposite the name of such Underwriter bears to the total number of Firm Securities, Securities and (b) the Company agrees to sell the number of Option Securities set forth in the first paragraph of this Agreement (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 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 and the Option Securities, if any, shall be made available to the Representative at such office or such other place shares as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on determine). The Representative may cancel the last business day option at any time 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 its expiration by giving written notice of such cancellation to the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing DateCompany.

Purchase Sale and Delivery of the Securities. (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, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price 4.50 per share of Common Stock] per share of Class A Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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 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, severally and not jointly, to purchase all or any part of an additional 300,000 195,000 shares of Class A Common Stock at a price of $_________ 4.50 per share of Common Stock [90% of the initial public offering price per share of Class A Common Stock]. The option granted hereby will expire forty-five (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 the several Underwriters 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 three (3) 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 the Representative at 000 Xxxxxxx 00 Xxxxx Xxxx Xxxxxx, 00xx XxxxxXxxxxxxx, Xxx Xxxx, Xxx Xxxx 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 time) on ________, 1999 2003 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.House

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements herein contained, but and subject to the satisfaction of all the terms and conditions herein set forthof this Agreement, the Company agrees to sell to each engage the Underwriter, and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment serve as the Representative in its sole discretion shall make Company's exclusive agent 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 additionsell, on the basis a best efforts basis, a minimum 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, severally and not jointly, to purchase all or any part of an additional 300,000 666,667 shares of Common Stock at (the "MINIMUM OFFERING") and a maximum of 3,000,000 shares of Common Stock (the "MAXIMUM OFFERING"), less, in the case of each such security, an underwriting commission of ten percent (10%) of the gross sale price of each such security sold in the Offering by deduction from the proceeds of the Offering. The Underwriter may allow a concession not exceeding $_________ per share of Common Stock [90% to Selected Dealers who are members of the initial public offering price NASD, and to certain foreign dealers, and such dealers may reallow to NASD members and to certain foreign dealers a concession not exceeding $_____ per share of Common Stock]. . (b) The option granted hereby will expire forty-five (45) days after (i) proceeds from 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 sale of the Firm Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters 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 three (3) 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 deposited by the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. Underwriter upon receipt thereof in an escrow account (cthe "ESCROW ACCOUNT") Payment of the purchase price forat The Chase Manhattan Bank, and delivery of certificates for, the Firm Securities shall be made at the a New York state charted bank with offices of the Representative at 000 Xxxxxxx Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by 00000 until the Representative Minimum Offering amount of 666,667 shares of Common Stock is deposited in the Escrow Account. If the Minimum Offering amount is not sold and the Company. Such delivery proceeds thereof deposited into the Escrow Account prior to the expiration of the Offering Period, the Offering proceeds received from investors will be promptly refunded to the investors in full without interest thereon and/or deduction of any kind therefrom. (c) Delivery of the Securities and payment therefore shall be made at 10:00 a.m. (a.m., New York City time) time on ________each Closing Date and Option Closing Date, 1999 if any, as hereinafter defined, at the offices of the Underwriter or at such other time and date location as shall may be agreed upon by the Representative you and the Company, but not less than three (3) nor more than five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth Common Stock (in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 definitive form and registered in such names and in such denominations as you shall request by written notice to the Underwriters may request in writing Company delivered at least two (2) four business days 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 you for the account of the purchasers of the Securities against payment of the purchase price therefor by certified or bank check or wire transfer payable in New York Clearing House funds to the Representative order of the Company. The Company will make such certificates available for inspection 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 least one business day prior to the Closing Date or the relevant and Option Closing Date, if any, at such place as the case may beyou shall designate. (d) On the Closing Date, the Company shall issue and sell to the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterissue and sell, and each Underwriterof the Selling Securityholders, severally and not jointly agrees to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Securityholders, severally and not jointly, at a purchase price of $_______ [90% of per share, the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, subject to and in such adjustment denomination or denominations and registered in such name or names as the Representative Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company and each of the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in its sole discretion shall make same-day funds (the "Wired Funds") to eliminate any sales or purchases the accounts designated by the Company and each of fractional shares, plus any additional number the Selling Securityholders. Such delivery of and payment for the Firm Securities which such Underwriter may become obligated to purchase pursuant to shall be made at the provisions offices of Section 11 hereof.Andrxxx & Xurtx X.X.P., Texas Commerce Tower, (b) In addition, on For the basis purpose of covering any over-allotments in connection with the distribution and sale of the representations, warranties, covenants and agreements herein contained, but subject to Firm Securities as contemplated by the terms and conditions herein set forthProspectus, the Company hereby grants to the several Underwriters an option to the Underwriterspurchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 Option Securities from time to time only for within thirty (30) days after the purpose of covering over-allotments which may be made in connection with the offering and distribution date of the Firm Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities upon prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by the Representative telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of 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, Representatives but shall not be earlier than two business days or later than three (3) full five business days after the such exercise of said optionthe option and, nor in any event prior to event, shall not be earlier than the Firm Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representative . The time 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 the Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000date set forth in such notice, 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 on such other date as shall be agreed the Representatives and Company may agree upon by or as the Representative and the CompanyRepresentatives may determine pursuant to Section 9 hereof, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being is herein called the "Option Closing Date")" with respect to such Option Securities. In addition, in the event that any or all Upon exercise of the Option Securities are purchased by option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, payment and, subject to the terms and conditions herein set forth, each 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, (severally and not jointly) shall become obligated to purchase from the Company, 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 Underwriters, acting severally and not jointly, shall purchase that proportion same percentage of the total number of the Option Securities then being purchased as to which the number of Firm Securities set forth in Schedule A hereto opposite several Underwriters are then exercising the name of option as such Underwriter bears is obligated to purchase of the total aggregate number of Firm Securities, subject as adjusted by the Representatives in each case such manner as they deem advisable to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of avoid fractional shares. Certificates for If the Firm Securities and option is exercised as to all or any portion of the Option Securities, if anyone or more certificates in definitive form for such Option Securities, and payment therefor, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as delivered on the Underwriters may request in writing at least two (2) business days prior to the related Option Closing Date or in the relevant Option Closing Datemanner, as and upon the case may be. The certificates for the Firm Securities terms and the Option Securitiesconditions, 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. set forth in paragraph (d) On the Closing Date, the Company shall issue and sell to the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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%a) of the respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.this Section 4, except that reference

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to each Underwriterthe Underwriters, and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the respective numbers of Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Share shall be $1.86 per share (the “Purchase Price”), provided that, the purchase price shall be $2.00 per Firm Share for shares purchased by any officer or director of the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative in its sole discretion shall make to eliminate (including 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 hereofentity under their control). (b) In additionThe Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, on upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants an Underwriters shall have the right to purchase all or any portion of the Option Shares at the Purchase Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the UnderwritersCompany (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Underwriters otherwise agree. Such Option Shares shall be purchased, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (45) days after (i) the date the Registration Statement becomes effective, if from 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 account of covering over-allotments which may be made each Underwriter in connection with the offering and distribution of the Firm Securities upon notice by the Representative to the Company setting forth same proportion as the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date shares of payment and delivery for any Firm Shares set forth opposite 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 three (3) full business days after the exercise of said option, nor in any event prior Underwriter’s name on Schedule I bears to the Closing Date, as hereinafter defined, unless otherwise agreed upon total number of shares of Firm Shares (subject to adjustment by the Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotmentseliminate fractions). No Payment of the purchase price for and delivery of the Option Securities Shares shall be delivered unless made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered Shares as herein providedset forth in subparagraph (c) below. (c) Payment The Firm Shares will be delivered by the Company to the Underwriters, for their respective accounts, against payment of the purchase price for, and delivery therefor by wire transfer of certificates for, same day funds payable to the Firm Securities shall be made order of the Company at the offices of the Representative at 000 Xxxxxxx XxxxxxRxxx Capital Partners, 00xx LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxx XxxxXxxxxxx Xxxxx, Xxx Xxxx XX 00000, or at such other place location as shall may be agreed upon mutually acceptable, at 6:00 a.m. PDT, on the third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Representative and Exchange Act, after 4:30 p.m. Eastern time, the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City timefourth) on ________full business day following the date hereof, 1999 or at such other time and date as shall be agreed upon by the Representative Underwriters and the CompanyCompany determine pursuant to Rule 15c6-1(a) under the Exchange Act, but not less than three (3) nor more than five (5) full business days after or, in the effective date case of the Registration Statement (Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being of the Firm Shares is referred to herein called as the "“Closing Date"). In addition.” On the Closing Date or any Option Closing Date, the Company shall deliver the Firm Shares or the Option Shares, as applicable, which shall be registered in the event that any name 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 names and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two one (21) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm 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 before the Closing Date, the Company shall issue and sell to the Representative Representative's Warrants at a purchase price respective accounts of $.0001 per warrantthe Underwriters, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants delivery shall be made on through the Closing Datefacilities of the Depository Trust Company’s DWAC system.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to 97.0% of the provisions of Section 11 hereofaggregate principal amount (the “Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part portion of an additional 300,000 shares of Common Stock the Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option hereby granted hereby will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than two or later than three (3) five 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 the Representative 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 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.the

Purchase Sale and Delivery of the Securities. (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, severally and not jointly, agrees to purchase from the Company at a price of $_______ [9092% of the initial public offering price per share of Common Stockprice] per share of Common Stock and $___ [92% of the public offering price] per share of Convertible Preferred Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative Representatives in its sole their 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares 195,000 Shares of Common Stock at a price of $_________ [92% of the public offering price] per share of Common Stock and/or an additional 150,000 Shares of Convertible Preferred Stock at a price of $___ [9092% of the initial public offering price price] per share of Common Convertible Preferred Stock]. The option granted hereby will expire forty-five (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 Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters 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 RepresentativeRepresentatives, but shall not be later than three (3) 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 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 the Representative Xxxxx at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx 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 five (5) 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 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 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 and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities, subject in each case to such adjustments as the Representative Representatives in its their 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 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 and the Option Securities, 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 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 Representative's Representatives Representatives' Warrants at a purchase price of $.0001 per warrant, which Representative's Representatives' Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 130,000 shares of Common Stock and/or 100,000 shares of Convertible Preferred Stock. 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 respective initial public offering price of the Sharesshares of Common Stock and the shares of Convertible Preferred Stock. The Representative's Representatives' Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 [___] 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. (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 Underwriterthe Underwriters the Firm Shares, and each Underwriterof the Underwriters agrees, severally and not jointly, agrees to purchase from the Company that number of the Firm Shares set forth opposite such Underwriter's name, in Schedule I to this Agreement at a price of equal to $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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 hereofShare. (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, severally and not jointly, Underwriters to purchase all or any part of an additional 300,000 shares of Common Stock the Option Shares at a price of equal to $_________ per share of Common Stock [90% share. The Option Shares shall be purchased, if the option is exercised as provided herein, from the Company for the accounts of the initial public offering price per share several Underwriters, severally and not jointly, in proportion to the aggregate number of Common Stock]Firm Shares set forth opposite such Underwriter's name in Schedule I to this Agreement, except that the respective purchase obligations of each Underwriter may be adjusted by the Representative so that no Underwriter shall be obligated to purchase fractional Option Shares. The option granted hereby will expire expire, to the extent unexercised, forty-five (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 Regulationshereof, and may be exercised exercised, in the Representative's sole discretion, in whole or in part from time to time 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 the several Underwriters are then exercising the option and the time and date of payment for and delivery for of 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 three four (34) full business days after the exercise of said option, nor or 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 in any way obligate the Underwriters to make any over-allotmentsexercise the option granted hereby. 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 forevidencing, the Firm Securities Shares shall be made at the offices of Xxxxxx & Xxxxxxx, counsel to the Representative Company, at 000 Xxxxxxx XxxxxxXxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx, 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 6:30 a.m. (New York City Los Angeles time) on ____________ ___, 1999 1997 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 five (5) full business days after the effective date of the Registration Statement Company (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-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on with respect to each applicable Option Closing Date as specified in the relevant notice from the Representative to the Company. Delivery of the certificates for representing the Firm Securities Shares and the Option SecuritiesShares, if any, shall be made to the Underwriters Representative against payment by the Underwriters, severally and not jointly, Underwriters of the purchase price for the Firm Securities Shares and the Option SecuritiesShares, if any, to the order of the Company for by certified or official bank checks payable in Los Angeles Clearing House funds (next day funds). Certificates representing 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 Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 anyrespectively, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters 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 representing the Firm Securities Shares and the Option SecuritiesShares, if any, shall be made available to the Representative at such office offices or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. Los Angeles time 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 you, individually and not in your capacity as the Representative, or to your designees, the Representative Representative's Warrants at a Warrant for an aggregate purchase price of fifty dollars ($.0001 per warrant50), which Representative's Warrants warrant shall entitle the holders thereof to purchase an aggregate of 200,000 an additional One Hundred Ninety-Five Thousand (195,000) shares of Common Stock. The Representative's Warrants Representative Warrant shall be exercisable for a period of four (4) years commencing one (1) year from issued pursuant to the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the respective initial public offering price of the Shares. The Representative's Representative Warrant Agreement and form of Warrant Certificate shall be Agreement, substantially in the form filed as Exhibit 4.1 4.2 to the Registration Statement. Payment for the Representative's Warrants Representative Warrant shall be made on the Closing Date. The Representative Warrant and the Representative's Shares underlying them shall be registered in the Registration Statement and such Registration Statement shall be kept effective as required by the Representative Warrant Agreement.

Purchase Sale and Delivery of the Securities. (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, severally and not jointly, agrees to purchase from the Company at a price of $_______ [9092% of the initial public offering price per share of Common Stockprice] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative Representatives in its sole their 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 andconditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part of an additional 300,000 shares Shares of Common Stock at a price of $_________ per share of Common Stock [9092% of the initial public offering price price] per share of Common Stock]. The option granted hereby will expire forty-five (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 the several Underwriters 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 three (3) 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 the Representative Millennium at 000 Xxxxxxx Xxxx 00xx Xxxxxx, 00xx XxxxxXxxxx 00X, 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 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities, subject in each case to such adjustments as the Representative in its sole and absolute 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 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 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 Representative's Representatives' Warrants at a purchase price of $.0001 per warrant100, which Representative's Representatives' Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Sharesshares of Common Stock. The Representative's Representatives' Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 [___] 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. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective numbers of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that respective number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to $24.21875 per share (the provisions of Section 11 hereof“Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part of an additional up to 300,000 shares of Common Stock Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering Purchase Price; provided that the price per share of Common Stock]for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option may be exercised only to cover over-allotment options in the sale of the Initial Securities by the Underwriters. The option hereby granted hereby will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters 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 earlier than three or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date, . If the option is exercised as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained shall obligate the Underwriters to make all or 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 portion of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of the Representative 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 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 five (5) 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 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 the Company will sell to the Underwriters against payment by the Underwriters, severally and not jointly, that proportion of the purchase price for the Firm total number of Option Securities then being purchased, 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 Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities then being purchased purchased, which the number of Firm Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total number of Firm Initial 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. (c) Payment of the purchase price for, and delivery of any certificates for, the Initial Securities shall be made at the offices of Dechert LLP at 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M. (New York City time) on September 26, 2016 (unless postponed in accordance with the provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Date”). Certificates 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 any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Option Closing Date. Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative for the Firm respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be in definitiveobligated to) make payment of the purchase price for the Initial Securities or the Option Securities, fully registered formif any, shall bear no restrictive legends and shall to be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to purchased by any Underwriter whose funds have not been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share set forth in Schedule III, that number of Firm Shares and Firm Warrants set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,031,250 Additional Shares and 1,031,250 Additional Warrants at the same purchase price per share to be paid by the Underwriters for the Firm Shares and Firm Warrants as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares and/or Additional Warrants as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares and/or Additional Warrants are to be delivered (any such date and time being herein sometimes referred to as an “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the Company agrees option as to sell to all or any portion of the Additional Shares and/or Additional Warrants, each Underwriter, and each Underwriter, acting severally and not jointly, agrees to purchase from the Company at a price the number of $_______ [90% Additional Shares Additional Warrants that bears the same proportion of the initial public offering price per share total number of Common Stock] per share of Common Stock, that Additional Securities then being purchased as the number of Firm Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Securities that the Underwriters have agreed to purchase hereunder, subject subject, however, to such adjustment adjustments to eliminate fractional shares 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 make. In the event that the Underwriters exercise less than their full option to purchase pursuant to the provisions of Section 11 hereof. (b) In additionAdditional Securities, 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 Additional Securities to be sold by the Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Securities to which be sold by the several Underwriters are then exercising the option Company and the time and date number of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall Additional Securities to be determined by the Representative, but shall not be later than three (3) 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 providedsold. (c) Payment of the purchase price for, and delivery of certificates for, for the Firm Securities shall be made at on the offices of the Representative at 000 Xxxxxxx XxxxxxClosing Date (and, 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 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 five (5) 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 are purchased by the Underwritersif applicable, payment of for the purchase price for, and delivery of certificates for, such Option Additional Securities shall be made at on 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option applicable Additional Closing Date, as the case may be) by wire transfer of immediately available funds to the order of the Company. The certificates It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Additional Securities the Option SecuritiesUnderwriters have agreed to purchase. Guggenheim, if any, shall be made available to the Representative at such office or such other place individually and not as the Representative of the Underwriters, may designate (but shall not be obligated to) make payment for inspection, checking and packaging no later than 9:30 a.m. on any Securities to be purchased by any Underwriter whose funds shall not have been received by the last business day prior to Representative by the Closing Date or the relevant Option applicable Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (d) On Unless otherwise instructed by the Closing DateRepresentatives, the Company shall issue and sell (i) deliver, or cause to be delivered through the facilities of Depositary Trust Company (“DTC”) to the Representative Representative's for the accounts of the several Underwriters the Firm Shares, and (ii) deliver, or cause to be delivered through the facilities of DTC to the Representative for the accounts of the several Underwriters the Firm Warrants, in each case against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Unless otherwise instructed by the Representatives, the Company shall also (i) deliver, or cause to be delivered through the facilities of DTC to the Representative for the accounts of the several Underwriters, the Additional Shares the Underwriters have agreed to purchase from them on any Additional Closing Date, as the case may be, and (ii) deliver, or cause to be delivered through the facilities of DTC to the Representative for the accounts of the several Underwriters, the Additional Warrants the Underwriters have agreed to purchase from them on any Additional Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Shares and Warrants may be made by credit to the accounts designated by the Representative through DTC’s full fast transfer, FRAC or DWAC programs. If the Representative so elects, the Securities shall be registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the Closing Date (or the applicable Additional Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the Closing Date (or the applicable Additional Closing Date, as the case may be) at a location in New York City as the Representative may designate; provided, however, that if the Company, upon the instruction of the Representative, registers the Warrants in the name of any person or entity to whom any Underwriter intends to sell such Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Warrants (and the Company shall be required to re-register such Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Warrants shall fail to pay the purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stocksuch Warrants). The Representative's Warrants Time shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement essence, and delivery at the time and place specified in this Agreement is a price equaling one hundred twenty percent (120%) further condition to the obligations of the respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing DateUnderwriters.

Purchase Sale and Delivery of the Securities. (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, severally and not jointly, Underwriter agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] 6.00 per share of Common Stock, that number of Firm Securities Shares set forth in Schedule A opposite the name of such Underwriter, subject to such 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, severally and not jointly, Underwriters to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price 6.00 per share of Common Stock]. The option granted hereby will expire forty-five (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 the several Underwriters are 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 three (3) 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 the Representative Gilford at 000 Xxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx, 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 ________June 22, 1999 2004 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 five seven (57) 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-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, severally and not jointly, 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. 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 Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 Underwriters 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 reasonably request, 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 Representative's Underwriters, Underwriters' Warrants at a an aggregate purchase price of $.0001 per warrant100, which Representative's Warrants warrants shall entitle the holders thereof to purchase an aggregate of 200,000 100,000 shares of Common Stock. The Representative's Underwriters' Warrants shall be exercisable for a period of four (4) five years commencing one (1) year from upon the effective date of the Registration Statement at a price equaling one hundred twenty forty-five percent (120145%) of the respective initial public offering price of the Sharesshares of Common Stock. The Representative's Underwriters' warrants will be restricted from sale, transfer, assignment or hypothecation for a period of one year from the Closing Date, except to officers of our Underwriters and broker-dealers participating in this offering and their bona fide officers and partners, by operation of law or by reason of our reorganization. The Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 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. (a) 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, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stockprice] per share Share and $_______ [90% of Common Stockthe public offering price] per Redeemable Warrant, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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) 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, severally and not jointly, to purchase all or any part of an additional 300,000 270,000 shares of Common Stock at a price of $ ____ [90% of the public offering price] per share of Common Stock and/or an additional 270,000 Redeemable Warrants at a price of $_________ per share of Common Stock [90% of the initial public offering price price] per share of Common Stock]Redeemable Warrant. The option granted hereby will expire forty-five (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 the several Underwriters 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 three (3) 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) c. Payment of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of the Representative at 000 Xxxxxxx Xxxxxx1001 Fourth Avenue, 00xx XxxxxSuite 2200, Xxx XxxxSeattle, Xxx Xxxx 00000Washington 98154, or at such other place as shall be agreed upon by the Representative sucx xxxxx xxxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxve 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 five (5) 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 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, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 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 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. The Underwriters shall act as the Company's exclusive agent with respect to the solicitation of the Redeemable Warrants, and receive from the Company a commission of five percent (d5%) of the exercise price of the Redeemable Warrants commencing twelve (12) months after the effective date, payable upon exercise. e. On the Closing Date, the Company shall issue and sell to the Representative Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 180,000 shares of Common StockStock and/or 180,000 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 respective initial public offering price of the SharesShares and the Redeemable Warrants. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 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. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein set forthof this Agreement, (i) at the Initial Closing, subject to possible reduction in the number of Securities to be purchased by the Purchaser at the Initial Closing in accordance with Section 3(d) below, the Company agrees to sell to each Underwriter, Purchaser shall purchase and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price shall sell and issue to the Purchaser (A) all of $_______ [90the Warrants and (B) that number of shares of Preferred Stock (the "Initial Preferred Stock") as would result (if the shares of Preferred Stock included in the Initial Preferred Stock were then converted) in the issuance of shares of Common Stock equal to 19.9% of the initial public offering price per share shares of Common Stock] per share Stock of Common Stock, the Company outstanding immediately prior to the Initial Closing and (ii) at the Final Closing (hereinafter defined) the Purchaser shall purchase and the Company shall sell and issue to the Purchaser that number of Firm Securities set shares of Preferred Stock (the "Remaining Preferred Stock") equal to the difference between (x) 100,000 and (y) the number of shares of Initial Preferred Stock sold and issued to the Purchaser at the Initial Closing. The Company shall deliver to the Purchaser at the Initial Closing a schedule, certified by the Company's Chief Financial Officer, setting forth in Schedule A opposite such reasonable detail as may be requested by the name of such UnderwriterPurchaser, subject to such 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 calculations called for by this Section 11 hereof3(a). (b) In addition, on the basis The purchase and sale 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, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (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 the several Underwriters are then exercising the option Warrants 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") Initial Preferred Stock shall be determined by the Representative, but shall not be later than three (3) 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 take place at the offices of the Representative at 000 Xxxxxxx XxxxxxProskauer Rose LLP, 00xx Xxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall within two (2) days following the satisfaction of the conditions set forth in this Agreement required to be agreed upon by satisfied prior to the Representative consummation of the purchase and sale of the Warrants and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on ________Initial Preferred Stock hereunder, 1999 but in no event later than March 6, 2000, or at such other time and date place as shall be agreed upon by the Representative Company and the Company, but not less than three Purchaser mutually agree upon in writing (3) nor more than five (5) full business days after the effective date of the Registration Statement (such which time and date of payment and delivery being herein called place are designated as the "Closing DateInitial Closing"). In additionAt the Initial Closing, in the event that any Company shall deliver to the Purchaser one or more certificates representing the Initial Preferred Stock being sold and issued, and an executed Warrant representing all of the Option Securities are purchased Warrants, in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company against payment by or on behalf of the Underwriters, payment Purchaser of the purchase price fortherefor by wire transfer, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of the Representative payable to 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, 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 in immediately available funds. (c) The purchase and the Option Securities, if any, by New York Clearing House funds. In the event such option is exercised, each sale of the UnderwritersRemaining Preferred Stock shall take place at the offices of Proskauer Rose LLP, acting severally and not jointly0000 Xxxxxxxx, shall purchase that proportion Xxx Xxxx, Xxx Xxxx 00000, within two (2) days following the satisfaction of the total number of Option Securities then being purchased which the number of Firm Securities conditions set forth in Schedule A hereto opposite this Agreement required to be satisfied prior to consummation of the name purchase and sale of the Remaining Preferred Stock, but in no event later than 100 days following the Initial Closing, or at such Underwriter bears other time and place as the Company and the Purchaser mutually agree upon orally or in writing (which time and place are designated as the "Final Closing"). At the Final Closing, the Company shall deliver to the total number of Firm SecuritiesPurchaser one or more certificates representing the Remaining Preferred Stock being sold and issued, 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 denomination or denominations and registered in such name or names as the Underwriters may Purchaser shall request in writing at least two (2) business days prior upon notice to the Company, against payment by or on behalf of the Purchaser of the purchase price therefor by wire transfer, payable to or upon the order of the Company in immediately available funds. (d) In the event that Greenwich Street Capital Partners II, L.P. or any affiliate fund thereof ("Greenwich") and The Honeywell International Inc. Master Retirement Trust or any affiliate thereof ("Honeywell"), agree to purchase Securities at the Initial Closing, then (i) the full number of Warrants provided under Section 3(a)(i) above to be issued and sold by the Company to the Purchaser at the Initial 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 issued and sold to the Representative Purchaser at such office or such other place as the Representative may designate for inspection, checking Initial Closing; and packaging no later than 9:30 a.m. on (ii) the last business day prior number of shares of Initial Preferred Stock provided under Section 3(a)(i) above to be issued and sold by the Company to the Purchaser at the Initial Closing Date shall be allocated 57.14285% to the Purchaser, 14.28572% to Greenwich and 28.57143% to Honeywell. (In the event that only one of Greenwich and Honeywell enters into such an agreement, the number of shares of Initial Preferred Stock shall be appropriately prorated between the Purchaser and Greenwich or the relevant Option Closing DateHoneywell, as the case may be.) (de) On the Closing Date, the Company shall issue and sell Notwithstanding anything to the Representative Representative's Warrants at a purchase price of $.0001 contrary elsewhere in this Agreement, in the event that the per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering share closing price of the SharesCommon Stock on the day immediately preceding the Initial Closing is less than $6.27, then (A) notwithstanding anything to the contrary contained herein (including without limitation Section 6(c)(i) below), no Stockholder Approval shall be required in connection with the transactions contemplated by this Agreement and (B) the Final Closing shall occur as soon as reasonably practicable after the Initial Closing. The Representative's Warrant Initial Closing and the Final Closing are sometimes referred to collectively in this Agreement as the "Closings" and form of Warrant Certificate shall be substantially in the form filed each as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Datea "Closing".

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such 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, severally and not jointly, agree to purchase all or from the Company, at the purchase price set forth in Schedule II attached hereto, the principal amount of Securities set forth opposite such Underwriter's name in Schedule I hereto; provided, however, that the Company shall have no obligation to sell any part of an additional 300,000 shares of Common Stock at a price of $_________ per share of Common Stock [90% of the initial public offering price per share of Common Stock]. The option granted hereby will expire forty-five (45) days after (i) Underwriters' Securities unless 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 Underwriters purchase all of the Firm Underwriters' Securities. Securities upon notice to be purchased by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising herein sometimes called the option and the time and date of "UNDERWRITERS' SECURITIES." Except as otherwise provided in this Section 2, 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 three (3) 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 forof, the Firm Underwriters' Securities to be purchased by the Underwriters as set forth on Schedule I attached hereto shall be made at the offices of the Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Bear Stearns or at such other place as shall be agreed upon by in the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) metrxxxxxxxn area as you shall determine and advise the Company in writing at least two business days prior to the Closing Time, on ________the date and at the time specified in Schedule II attached hereto (unless postponed in accordance with the provisions of Section 8), 1999 or at such other time and date as shall be agreed upon by the Representative you and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (such time and date of payment and delivery being herein called referred to as the "Closing DateCLOSING TIME"). 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, Payment shall be made to the Underwriters against payment Company by the Underwriters, severally and not jointly, wire transfer of the purchase price for the Firm Securities and the Option Securities, if any, federal funds payable to the order account of the Company for the Firm Securities and the Option Securities, if any, specified by New York Clearing House funds. In the event such option is exercised, each it against delivery to you of the Underwriters' Securities to be purchased by you. Such Securities shall be represented by one or more global certificates (in the form provided in the Indenture) which will be deposited with a custodian for, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth registered in Schedule A hereto opposite the name of Cede & Co. ("CEDE") as nominee of, The Depository Trust Company; beneficial interests in such Underwriter bears to global certificates will be shown on the total number of Firm 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 records maintained by Depository Trust Company for the Firm Securities and accounts of its participants, including the Option SecuritiesU.S. depositaries of Morgan Guaranty Trust Company of New York, if anyBrussels offixx, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date xx operator of the Registration Statement at a price equaling one hundred twenty percent Euroclear System (120%"EUROCLEAR") of the respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing DateCedel Bank, societe anonyme ("CEDEL BANK").

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters, severally and not jointly, the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which such Underwriter may become obligated to purchase pursuant to 97.0% of the provisions of Section 11 hereofaggregate principal amount (the “Purchase Price”). (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part portion of an additional 300,000 shares of Common Stock the Option Securities at a price of $_________ per share of Common Stock [90% of equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option hereby granted hereby will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than two or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the aggregate principal amount of Initial Securities, subject in each case to such adjustments as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained in its discretion shall obligate the Underwriters make to make eliminate any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered sales or shall theretofore have been delivered as herein providedpurchases of fractional Securities. (c) Payment of the purchase price for, and delivery of any certificates for, the Firm Initial Securities shall be made at the offices of the Representative at 000 Xxxxxxx XxxxxxXxxxxx LLP, 00xx 00 Xxxxxx Xxxxx, Xxx XxxxNew York, Xxx Xxxx 00000, NY 10001 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. A.M. (New York City time) on ________August 17, 1999 2023 (unless postponed in accordance with the provisions of Section 8 hereof), or at such other time and not later than ten business days after such date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned office of the Representative offices, or at such other place as shall be agreed upon by the Representative and the Company Company, on each Option Closing Date as specified in Date. Payment shall be made to the notice from Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative to for the Company. Delivery respective accounts of the certificates Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the Firm purchase price for, the Initial Securities and the Option Securities, if any, shall be made which it has agreed to the Underwriters against payment by purchase. The Representative, individually and not as representative of the Underwriters, severally and may (but shall not jointly, be obligated to) make payment of the purchase price for the Firm Initial Securities and or the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, be purchased by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and any Underwriter whose funds have not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe Initial Purchasers, and each Underwriterthe Initial Purchasers agree, severally and not jointly, agrees to purchase from the Company Company, at a price 100% of $_______ [90their principal amount (subject to Section 3(c) hereof), the respective aggregate principal amount of the Firm Notes set forth opposite the Initial Purchasers’ names on Schedule 1 hereto; provided, however, that upon satisfaction of certain release conditions contained in the Escrow Agreement, 3.5% of the initial public offering price per share principal amount of Common Stock] per share of Common Stock, that number of the Firm Securities Notes set forth in opposite an Initial Purchaser’s name on Schedule A opposite the name of such Underwriter, subject 1 hereto will be released to such 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 hereofInitial Purchaser. (b) In addition, on the basis of the representations, warranties, agreements and covenants contained herein, and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the UnderwritersInitial Purchasers to purchase, severally and not jointly, up to $21,750,000 in aggregate principal amount Option Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Notes. The option granted hereunder may be exercised at any time, regardless of whether any of the Firm Notes have been converted or repurchased by the Company, on or after the Closing Date to and including the forty-fifth (45th) day following the Closing Date upon written or telegraphic notice by the Initial Purchasers to the Company, which notice may be given from time to time on one or more occasion. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Option Notes as to which the Initial Purchasers are exercising the option, and (ii) the time, date and place at which such Option Notes will be delivered. Such time and date of delivery is called the “Additional Closing Date.” The Additional Closing Date must not be later than eight (8) full business days after the Initial Purchasers exercise the option, with the actual date determined by the Initial Purchasers. If any Option Notes are to be purchased (x) each Initial Purchaser agrees, severally and not jointly, to purchase all or any part the respective aggregate principal amount of an additional 300,000 shares Option Notes that bears the same proportion to the total aggregate principal amount of Common Stock at a price Option Notes to be purchased as the aggregate principal amount of $_________ per share Firm Notes set forth on Schedule 1 hereto opposite the name of Common Stock [90% such Initial Purchaser bears to the total aggregate principal amount of Firm Notes and (y) the initial public offering price per share of Common Stock]Company agrees to sell such Option Notes to the Initial Purchasers. The Initial Purchasers may cancel the option granted hereby will expire forty-five (45) days after (i) the date the Registration Statement becomes effective, if the Company has elected not at any time prior to rely on Rule 430A under the Rules and Regulations, or (ii) the date its expiration by giving written notice 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 such cancellation to the Company setting forth the number of Option Securities as to which the several Underwriters 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 three (3) 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 Delivery of and payment for the purchase price for, and delivery of certificates for, the Firm Securities Notes shall be made at the offices of the Representative Xxxxxxx XxXxxxxxx LLP, at 000 Xxxxxxx Xxxxxx, 00xx XxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, on December 19, 2006, or at such other place date as shall be agreed upon by the Representative Initial Purchasers and the Company. Such delivery and payment Company shall be made mutually agree, 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 five (5) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called referred to as the "“Closing Date"). In addition, in .” The Notes shall be delivered on the event that any or all of the Option Securities are purchased by the Underwriters, Closing Date against payment of the purchase price for, and delivery therefore by wire transfer 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 immediately available funds to an account specified in writing to the notice from the Representative to Initial Purchasers by the Company. Delivery of If requested by the certificates for Initial Purchasers, one or more global securities representing the Firm Securities and the Option Securities, if any, Notes shall be made to the Underwriters against payment registered by the Underwriters, 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 Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth Trustee in Schedule A hereto opposite the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”), and credited to such Underwriter bears accounts as the Initial Purchasers shall request, upon notice to the total number of Firm 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 Underwriters may request in writing Company at least two (2) business days 48 hours 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 Notwithstanding anything to the Closing Datecontrary herein, to the extent that any subsequent purchaser of the Notes from the Initial Purchasers identified in a list to be delivered by the Initial Purchasers on the date hereof (a “Subsequent Purchaser”) has withdrawn its commitment, as set forth in such list, to purchase all or a portion of the Notes, or such Subsequent Purchaser has actually made or has threatened to make any amendments, alterations, modifications, withdrawals, waivers or breaches of commitment to purchase Notes or fails to perform in any under its commitment to purchase Notes, the Company Initial Purchasers’ obligation to purchase the Notes under this Agreement shall issue and sell be terminated or adjusted downward on a dollar for dollar basis accordingly, at the sole discretion of the Initial Purchasers. (e) Delivery to the Representative Representative's Warrants at a purchase price Initial Purchasers of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment payment for the Representative's Warrants Option Notes shall be made on the Additional Closing DateDate in the same manner as payment for the Firm Notes.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to each Underwriterthe Underwriters the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price respective aggregate principal amount of $_______ [90% of the initial public offering price per share of Common Stock] per share of Common Stock, that number of Firm Initial Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Exhibit A hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustment adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities, plus any additional number in each case at a purchase price of Firm Securities which [_____]% of such Underwriter may become obligated aggregate principal amount (the “Purchase Price”); provided the Purchase Price shall be 100.000% with respect to purchase pursuant to Notes purchased by affiliates of the provisions of Section 11 hereofAdviser. (b) In addition, on the basis of the representations, warranties, covenants representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any part of up to an additional 300,000 shares of Common Stock at a price of $[_________ per share __] aggregate principal amount of Common Stock [90% of Securities at a price equal to the initial public offering price per share of Common Stock]Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option granted by this Section 3(b) may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted will expire forty-five at 11:59 P.M. (45New York City time) days on the 30th day 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, hereof and may be exercised on up to three occasions 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 Initial Securities upon notice by the Representative to the Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters 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 earlier than one or later than three (3) seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total aggregate principal amount of Initial Securities, subject in each case to such adjustments as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained in its discretion shall obligate the Underwriters make to make eliminate any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered sales or shall theretofore have been delivered as herein providedpurchases of fractional Securities. (c) Payment of the purchase price for, and delivery of any certificates for, the Firm Initial Securities shall be made at the offices of the Representative at 000 Xxxxxxxx & Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx XX, Xxxxxxxxxx, X.X. 00000, Attn: Xxxxxxx X. Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, P.C. 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. A.M. (New York City time) on [__________], 1999 2024 (unless postponed in accordance with the provisions of Section 8), or at such other time and not later than ten business days after such date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than five (5) full business days after the effective date of the Registration Statement Company (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 are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of any certificates for, such Option Securities shall be made at 10:00 A.M. (New York City time) at the above-mentioned office of the Representative offices, or at such other place as shall be agreed upon by the Representative and the Company Company, on each Option Closing Date as specified in Date. Payment shall be made to the notice from Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative to for the Company. Delivery respective accounts of the certificates Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the Firm purchase price for, the Initial Securities and the Option Securities, if any, shall be made which it has agreed to the Underwriters against payment by purchase. The Representative, individually and not as representative of the Underwriters, severally and may (but shall not jointly, be obligated to) make payment of the purchase price for the Firm Initial Securities and or the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, be purchased by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and any Underwriter whose funds have not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm 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 Underwriters may request in writing at least two (2) business days prior to been received by the Closing Date or the relevant Option Closing Date, as the case may be. The certificates , but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Certificates for the Firm Initial Securities and the Option Securities, if any, shall be made available to the Representative at in such office or denominations and registered in such other place names as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last request in writing at least two full business day prior to days before 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 Representative's Warrants at a purchase price of $.0001 per warrant, which Representative's Warrants shall entitle the holders thereof to purchase an aggregate of 200,000 shares of Common Stock. 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 respective initial public offering price of the Shares. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.1 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.