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

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchasers, and Purchasers agree to purchase from the Company, 30,000 Shares of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Shares and the Warrants shall be made at the offices of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing.

Purchase, Sale and Delivery of the Shares. (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 and each Initial Selling Stockholder agrees, severally and not jointly, to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase, at a purchase price of $ per share, that number of Firm Shares (rounded up or down, as determined by Bear Xxxxxxx in its discretion, in order to avoid fractions) obtained by multiplying the Company Shares, in the case of the Company, and the number of Firm Shares set forth opposite the name of such Initial Selling Stockholder in Schedule II hereto, in the case of a Initial Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the total number of Firm Shares, together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Certificates accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed for the Shares to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Custodian. Each Selling Stockholder agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Shares hereunder, certificates for such Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. (c) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made by the Company and the Custodian at the office of Pillsbury Winthrop LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 (“Company Counsel”), or at such other place as shall be agreed upon by Bear Xxxxxxx and the Company, at 10:00 A.M., New York time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten business days after such date as shall be agreed upon by Bear Xxxxxxx and the Company (such time and date of payment and delivery being herein called the “Closing Date”). (d) Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the order of the Company in the case of shares of Firm Shares and to the order of the Custodian for the benefit of the Initial Selling Stockholders in the case of shares of Firm Shares, in each case upon delivery of certificates for the Firm Shares to Bear Xxxxxxx through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as Bear Xxxxxxx may request at least two business days before the Closing Date. The Company will permit Bear Xxxxxxx to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (e) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Additional Selling Stockholders, severally but not jointly, hereby grant to the PurchasersUnderwriters, acting severally and Purchasers agree not jointly, the option to purchase, at the purchase from price per Share to be paid for the Firm Shares, the respective numbers of Additional Shares obtained by multiplying the number of Additional Shares specified in such notice by a fraction the numerator of which is, in the case of the Company, 30,000 Shares of Series A Stock at $100.00 per Share and, in the amounts shown on case of the signature page hereto. In connection with the purchase and sale of Shares, for no additional considerationAdditional Selling Stockholders, the Purchasers number of shares set forth opposite the names of such Additional Selling Stockholder in Schedule II hereto and MAG will receive Warrants to purchase up to an aggregate the denominator of 1,530,000 shares which is the total number of Common Stock allocated pursuant to MAG's instructions at the Closing, , Additional Shares (subject to adjustment by Bear Xxxxxxx to eliminate fractions). Such Additional Shares may only be purchased for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 by Bear Xxxxxxx to the Company or such Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Xxxxxxx, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the Warrants. One or more certificates in definitive form for the total number of Firm Shares that the Purchasers Underwriters have agreed to purchasepurchased hereunder, subject, however, to such adjustments to eliminate any fractional shares as well as the WarrantsBear Xxxxxxx, in its sole discretion shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, make. (f) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Additional Shares and the Warrants shall be made by the Company and the Custodian at the offices office of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING")Counsel, or at such date other place as the Purchasers shall be agreed upon by Bear Xxxxxxx and the Company may agree uponCompany, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market andat 10:00 A.M., thereforeNew York time, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board Additional Closing Date, or similar market. No later than three such other time as shall be agreed upon by Bear Xxxxxxx and the Company. (3g) days after completion Payment of the Closing, purchase price for the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable Additional Shares shall be made by wire transfer of immediately available in same day funds to an account the Company or the Custodian for the benefit of MAG previously designated by it the Company or the Additional Selling Stockholders, as the case may be, upon delivery of certificates for the Additional Shares to Bear Xxxxxxx through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in writingsuch name or names and shall be in such denominations as Bear Xxxxxxx may request at least two business days before the Additional Closing Date. The Company will permit Bear Xxxxxxx to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, each of the Company Selling Stockholders agrees to issue and sell to the Purchaserseach Underwriter and each Underwriter, severally and Purchasers agree not jointly, agrees to purchase from the CompanySelling Stockholders, 30,000 at a purchase price per share of $ , that proportion of the number of Firm Shares of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in Schedule II opposite the Warrants. One or more certificates name of such Selling Stockholder, which the number of Firm Shares set forth opposite the names of such Underwriter in definitive form for Schedule I hereto plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the Shares that provisions of Section 10 hereof, bears to the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf total number of the Company, against payment by or on behalf of the Purchasers, Firm Shares. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Firm Shares and the Warrants shall be made at the offices office of Mercator Advisory Group, LLC, 000 Kxxxxx Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. Xxxxxxxx & Fxxxxxx LLP (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"“Underwriters’ Counsel”), or at such other place as shall be agreed upon by you, the Company, and the Selling Stockholders (or their Attorney-in-Fact pursuant to the Powers of Attorney), at 10:00 A.M., New York City time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 10 or 11 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten business days after such date as the Purchasers shall be agreed upon by you and the Company may agree upon, (such time and date of payment and delivery against payment being herein called the “Closing Date”). (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to or as directed by the Selling Stockholders (or their Attorney-in-Fact pursuant to the Powers of Attorney), upon delivery of certificates for the Firm Shares to the Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholders’ obligations hereunder. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as you may request in writing, which request shall be delivered at least two business days before the Closing Date. The Custodian, on behalf of the Selling Stockholders, will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (d) In addition, the Selling Stockholders listed on Schedule II hereto as selling Additional Shares hereby grant to the Underwriters the option to purchase up to 300,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares, the respective numbers of Additional Shares obtained by multiplying the number of Additional Shares specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule II hereto and the denominator of which is the total number of Additional Shares (subject to adjustment by you to eliminate fractions) by the Underwriters. This option may be exercised one time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company and the Selling Stockholders. If the option is exercised in part, such Selling Stockholders will sell the amount that is proportional to the total number of Additional Shares listed on Schedule II. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "CLOSING DATE." In “Additional Closing Date” and the event consummation of such transactions herein sometimes referred to has the “Additional Closing”); provided, however, that the Company is delisted from Additional Closing Date shall not be earlier than the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to 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 (unless such time and date are postponed in accordance with the provisions of Section 8(b10 or 11 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing, which request shall be delivered at least two full business days prior to the Additional Closing Date. The Custodian, on behalf of the Selling Stockholders, shall permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The number of Additional Shares to be sold by each Selling Stockholder shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in the rightmost column of Schedule II hereto bears to 300,000, subject in each case, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. (e) Payment of the purchase price for, and delivery of certificates representing, the Closing Additional Shares shall take be made at the office of Underwriters’ Counsel, or at such other place two trading days after as shall be agreed upon by you and the Company commences trading Company, at 10:00 A.M., New York City time, on the OTC Bulletin Board Additional Closing Date, or similar market. No later than three (3) days after completion of the Closingsuch other time as shall be agreed upon by you, the Company agrees and the Selling Stockholders (or their Attorney-in-Fact pursuant to pay the Powers of Attorney). (f) Payment of the purchase price for the Additional Shares to MAG a Due Diligence fee of $160,000, payable be sold by the Company shall be made by wire transfer of immediately available in same day funds to an account or as directed by the Selling Stockholders (or their Attorney-in-Fact pursuant to the Powers of MAG previously designated by it Attorney) upon delivery of certificates for the Additional Shares to the Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as you may request in writing, which request shall be delivered at least two business days before the Additional Closing Date. Payment for the Additional Shares to be sold by the Selling Stockholders shall be made to or upon the order of the Selling Stockholders of the purchase price by wire transfer in Federal (same day) funds to the Selling Stockholders at the offices of Underwriters’ Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representative for the respective accounts of the Underwriters. Each Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholders’ obligations hereunder. The Custodian, on behalf of the Selling Stockholders, will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the PurchasersPurchaser, and Purchasers agree Purchaser agrees to purchase from the Company, 30,000 35,000 Shares of Series A E Stock at $100.00 per Share in the amounts shown on the signature page heretoShare. In connection with the purchase and sale of Shares, for no additional consideration, consideration (a) the Purchasers Purchaser and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 430,504 shares of Common Stock allocated pursuant to MAG's instructions at calculated by dividing $2,333,333 by the ClosingMarket Price as of September 20, 2004, subject to adjustment as set forth in the Warrants. The allocation of the Warrants is set forth on the signature page of this Subscription Agreement. One or more certificates in definitive form for the Shares that the Purchasers Purchaser have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the PurchasersPurchaser, of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Shares and the Warrants shall be made at the offices of Mercator Advisory Group, LLCMAG, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. 12:00 noon (Los Angeles Timetime) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents on Wednesday, September 29, 2004 (the "CLOSING"“Closing”), or at such date as the Purchasers Purchaser and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." In “Closing Date”. The aggregate $3.5 million Purchase Price for the event that Series E Stock (the “Purchase Price”) shall be paid by wire transfer of immediately available funds to the attorneys’ escrow account of Xxxxxxx, Xxxxxx Xxxxxxxxx Xxxx & Xxxxxx, LLP, counsel to the Company, or at the request of the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, (subject to the provisions execution of Section 8(b)the GMI Stock Purchase Agreement) to the attorneys’ escrow account of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, as Escrow Agent, under the GMI Securities Purchase Agreement. At the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No not later than three five (35) days after completion of the Closing, (a) the Company agrees shall deliver one or more duly executed certificates evidencing the Series E Stock to pay the Purchaser to his or its address designated in writing to the Company, (b) the escrow shall release the $210,000 due diligence fee and the $15,000 legal fees to MAG a Due Diligence fee and (c) the escrow shall release the balance of $160,000the Purchase Price to the Company. If for any reason the GMI Stock Purchase Agreement shall not be executed by September 21, payable 2004 (unless extended by wire transfer mutual agreement of the parties to the GMI Stock Purchase Agreement to not later than September 30, 2004), all escrowed funds shall be immediately available funds returned to an account of MAG previously designated by it in writingthe Purchaser.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the PurchasersUnderwriters, and Purchasers the Underwriters agree severally and not jointly to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $_____ per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Company agrees to sell to the Underwriters all or part of up to 320,000 Option Shares at a purchase price of $_____ per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided -------- that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 320,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Class A Common Stock and/or the Excess Unsubscribed Shares. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriters and the Company, 30,000 Shares upon delivery of Series A Stock at $100.00 per Share certificates (in the amounts shown on the signature page hereto. In connection with the purchase form and sale of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds substance satisfactory to the account of Underwriters) representing the Company previously designated by it in writingExcess Unsubscribed Shares to the Underwriters. Such delivery of Delivery and payment for the Excess Unsubscribed Shares and the Warrants shall be made at the offices Closing. In addition, in the event that any or all of Mercator Advisory Groupthe Option Shares are purchased by the Underwriters, LLCpayment of the purchase price for, 000 Xxxxx Xxxxxx Xxxxxxand delivery of certificates for, Xxxxx 0000such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, Xxx Xxxxxxxon each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, Xxxxxxxxxx 00000if 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 business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 5:00 p.m. 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (Los Angeles Timed) two trading days after Delivery of certificates representing the shares of Class A Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company obtains shareholder approval required and the Selling Stockholders, shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or Underwriters at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to issue and sell to the Purchasers, Underwriter and Purchasers agree the Underwriter agrees to purchase from the CompanySelling Shareholder, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration37.40, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, Shares. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Shares and the Warrants shall be made at the offices office of Mercator Advisory GroupSkadden, LLCArps, 000 Slate, Mxxxxxx & Fxxx LLP, 300 X. Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. 00000 (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on March 11, 2013, or such other time and date as the Purchasers Underwriter and the Company may agree upon, upon in writing (such time and date of payment and delivery against payment being herein referred to as called the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b“Closing Date”), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion Payment of the Closing, purchase price for the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable Shares shall be made by wire transfer of immediately available in same day funds to an or as directed in writing by the Selling Shareholder upon transfer of the Shares to the Underwriter through the facilities of The Depository Trust Company for the account of MAG previously designated the Underwriter. The Selling Shareholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by the Selling Shareholder to the Underwriter, or otherwise in connection with the performance of the Selling Shareholder’s obligations hereunder. (c) Each of the Company and the Selling Shareholder acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company or the Selling Shareholder and the Underwriter has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriter has advised or is advising any such party on other matters; (iii) the Underwriter’s obligations to the Company and the Selling Shareholder in respect of the Offering are set forth in this Agreement in their entirety; and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in writingconnection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company each Selling Shareholder, severally and not jointly, agrees to issue and sell to the Purchasers, Underwriter and Purchasers agree the Underwriter agrees to purchase from the CompanySelling Shareholders, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional considerationS41.25, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, Shares. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Shares and the Warrants shall be made at the offices office of Mercator Advisory GroupWeil, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. Gotshal & Manges LLP (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSINGUnderwriter's Counsel"), or at such other place as shall xx xxxeed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on November 15, 2006, or such other time and date as the Purchasers Underwriter and the Company may agree upon, upon in writing (such time and date of payment and delivery against payment being herein referred to as called the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(bClosing Date"), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion Payment of the Closing, purchase price for the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable Shares shall be made by wire transfer of immediately available in same day funds to an or as directed in writing by the Selling Shareholders upon delivery of certificates for the Shares to the Underwriter through the facilities of The Depository Trust Company for the account of MAG previously designated the Underwriter. Each Selling Shareholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by the Selling Shareholders to the Underwriter, or otherwise in connection with the performance of the Selling Shareholders' obligations hereunder. Certificates for the Shares shall be registered in such name or names and shall be in such denominations as the Underwriter may request. The Company will permit the Underwriter to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) Each of the Company and each Selling Shareholder acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm's length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company or a Selling Shareholder and the Underwriter has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriter has advised or is advising any such party on other matters; (iii) the Underwriter's obligations to the Company and such Selling Shareholder in respect of the Offering are set forth in this Agreement in their entirety; and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in writingconnection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the PurchasersUnderwriter, and Purchasers agree the Underwriter agrees to purchase, at a price of $ per share, all of the Firm Shares. (b) In addition, on the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase from the Company, 30,000 Option Shares of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment price per share as set forth in the Warrantsfirst paragraph of this Section. One The option granted hereby may be exercised in whole or in part by giving written notice (i) at least one day before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Underwriter to the Company setting forth the number of Option Shares as to which the Underwriter is exercising the option and stating the Option Closing Date in accordance with Section 2(d). The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriter. The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. (c) The Shares to be purchased hereunder will be represented by one or more definitive global certificates in definitive book-entry form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall which will be delivered deposited by or on behalf of the CompanyCompany with The Depository Trust Company (“DTC”) or its designated custodian. Delivery to the Underwriter of the Firm Shares, against payment of the purchase price therefor in Federal (same day) funds, shall be made by causing DTC to credit the Firm Shares to the account or accounts designated by the Underwriter at DTC. The time and date of such delivery shall be 10:00 A.M., New York City time, on the third business day after the date of this Agreement or such later time and date as the Underwriter shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus or Disclosure Package. 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 City are open for business and are not permitted by law or executive order to be closed. The other documents to be delivered on the Closing Date by or on behalf of the Purchasersparties hereto shall be delivered at such time and date at the offices of Lxxxx Liddell & Sxxx LLP, 600 Xxxxxx, Xxxxx 3400, Houston, Texas 77002. The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. (d) Delivery to the Underwriter of the Option Shares to be purchased by the Underwriter, against payment of the purchase price therefor in Federal (same day) funds, shall be made by wire transfer of immediately available funds causing DTC to credit the Option Shares to the account or accounts designated by the Underwriter at DTC. The time and date of such delivery shall be determined by the Underwriter (the “Option Closing Date”), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the Company previously designated by it notice referred to in writing. Such delivery of and payment for the Shares and the Warrants Section 2(b), as shall be made specified in such notice; provided, however, that if the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The other documents to be delivered at the Option Closing Date by or on behalf of the parties hereto shall be delivered at such time and date at the offices of Mercator Advisory GroupLxxxx Lxxxxxx & Sxxx LLP, LLC, 000 Xxxxx Xxxxxx 600 Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, . The place of closing for any Option Shares and the Option Closing Date for such Option Shares may be varied by agreement between you and the Company. (e) The global certificates representing the Shares to be delivered to the Underwriter shall be made available to the Underwriter at the office of DTC or its custodian for inspection not later than 5:00 p.m. (Los Angeles Time) two trading days after 9:30 A.M., New York City time, on the Company obtains shareholder approval required by business day next preceding the NASDAQ Small Cap Market for Closing Date or the transactions contemplated in the Transaction Documents (the "CLOSING")Option Closing Date, or at such date as the Purchasers and the Company case may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEbe." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company agrees to sell to the PurchasersUnderwriters, and Purchasers agree the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares and any Other Purchasers Standby Shares not purchased by the Other Purchasers pursuant to the Other Purchasers Standby Purchase Agreements at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Company, 30,000 Shares of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of SharesUnderwriters, for no additional considerationa period of 20 days after the Expiration Date, each Selling Stockholder agrees to sell to the Purchasers and MAG will receive Warrants to purchase Underwriters all or part of up to an aggregate the number of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form beside such Selling Stockholder's name on Schedule C (an aggregate of 650,000 Option Shares) at a purchase price of $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the Purchasers have agreed to purchase, as well as aggregate number of Option Shares purchased by the Warrants, Underwriters shall not exceed 650,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company shall be made by the Underwriters on behalf the Closing Date by wire transfer payable to or upon the order of the Company at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, against payment by or on behalf upon delivery of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds certificates (in form and substance satisfactory to the account of Underwriters) representing the Company previously designated by it in writingExcess Unsubscribed Shares to the Underwriters. Such delivery of Delivery and payment for the Excess Unsubscribed Shares and the Warrants shall be made at the offices Closing. In addition, in the event that any or all of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required Option Shares are purchased by the NASDAQ Small Cap Market for Underwriters, payment of the transactions contemplated in purchase price for, and delivery of certificates for, such Option Shares shall be made at the Transaction Documents (the "CLOSING"), above mentioned office or at such date other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, 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 Purchasers and Underwriters may request in writing at least two business days prior to the Company may agree uponClosing Date or the relevant Option Closing Date, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing.case may

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the PurchasersUnderwriters, and Purchasers the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule C hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares (representing 478,240, 124,630 and 37,130 Option Shares being sold by Xxxxxx, Xxxx and Xxxx, respectively) at a purchase price of $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Wheat, First Securities, Inc. at Riverfront Plaza, West Tower, 000 X. Xxxx Street, Richmond, Virginia 23219, or at such other place as shall be agreed upon by the Underwriters and the Company, 30,000 Shares upon delivery of Series A Stock at $100.00 per Share certificates (in the amounts shown on the signature page hereto. In connection with the purchase form and sale of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds substance satisfactory to the account of Underwriters) representing the Company previously designated by it in writingExcess Unsubscribed Shares to the Underwriters. Such delivery of Delivery and payment for the Excess Unsubscribed Shares and the Warrants shall be made at the offices Closing. In addition, in the event that any or all of Mercator Advisory Groupthe Option Shares are purchased by the Underwriters, LLCpayment of the purchase price for, 000 Xxxxx Xxxxxx Xxxxxxand delivery of certificates for, Xxxxx 0000such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, Xxx Xxxxxxxon each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, Xxxxxxxxxx 00000if 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 business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 5:00 p.m. 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (Los Angeles Timed) two trading days after Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company obtains shareholder approval required and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or Underwriters at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder, severally and not jointly, agree to issue and sell to the Purchaserseach Underwriter and each Underwriter, severally and Purchasers agree not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration___, the Purchasers and MAG will receive Warrants number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf provisions of the Company, against payment by or on behalf of the Purchasers, Section 10 hereof. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Firm Shares and the Warrants shall be made at the offices of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. Lxxxxx & Wxxxxxx LLP (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on ___, 2007, or such other time and date as the Purchasers Lead Managers and the Company may agree upon, upon in writing (such time and date of payment and delivery against payment being herein called the “Closing Date”). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the Company and the Custodian (pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder severally and not jointly hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Closing Date. The Company and the Custodian will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (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 Selling Stockholders listed on Schedule II hereto as selling Additional Shares, acting severally and not jointly, hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 7,500,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares as set forth in this Section 3 above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters, the respective numbers of Additional Shares obtained by multiplying the number of Additional Shares specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule II hereto and the denominator of which is the total number of Additional Shares (subject to adjustment by Bear Sxxxxxx to eliminate fractions). 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 Bear Sxxxxxx to the Company and the Selling Stockholders. If the option is exercised in part, the Selling Stockholders, acting severally and not jointly, will sell the amount that is proportional to the total number of Additional Shares listed on Schedule II. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Sxxxxxx, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "CLOSING DATE." In “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the event that Closing Date or earlier than the Company is delisted from second full business day after the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to 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 (unless such time and date are postponed in accordance with the provisions of Section 8(b11 hereof), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion Upon any exercise of the Closingoption as to all or any portion of the Additional Shares, the Company each Underwriter, acting severally and not jointly, agrees to pay purchase from the Selling Stockholders the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 11 hereof) bears to MAG a Due Diligence fee the total number of $160,000Firm Shares that the Underwriters have agreed to purchase hereunder, payable subject, however, to such adjustments to eliminate fractional shares as Bear Sxxxxxx in its sole discretion shall make. (d) Payment for the Additional Shares to be sold by the Selling Stockholders, if any, shall be made to or upon the order of the Selling Stockholders of the purchase price by wire transfer of immediately available in Federal (same day) funds to an the Selling Stockholders or the Custodian at the offices of Underwriters’ Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters. Each Selling Stockholder severally and not jointly hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of MAG previously designated such Selling Stockholder with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company and the Custodian will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company and the Selling Stockholders, severally and not jointly, acknowledge and agree that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company, the Selling Stockholders and the Underwriters or between the Company and the Selling Stockholders has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company and the Selling Stockholders in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in writingconnection therewith, and it is not relying on the Underwriters with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters 1,000,000 Firm Shares (including Non-Affiliate Shares and Affiliate Shares), (ii) each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm shares set forth opposite such Selling Stockholder’s name on Schedule II, and (iii) each Underwriter agrees, severally and not jointly, to purchase in the amounts set forth their respective names on Schedule I, at a price of per share, the Non-Affiliate Shares from the Company and the Firm Shares from the Selling Stockholders and, at a price of per share, the Affiliate Shares from the Company. Certificates evidencing the Shares shall be in definitive form and shall be registered in such names and in such denominations as the Representative shall request at least two (2) business days prior to the Closing Date or the Option Closing Date, as the case may be, by written notice to the Company or the Selling Stockholders, as applicable. For the purpose of expediting the checking and packaging of certificates for the Shares, the Company and the Selling Stockholders agree to make such certificates available for inspection at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of The Depository Trust Company, New York, New York (“DTC”) or its designated custodian. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholders have been placed in custody with as custodian (the “Custodian”) pursuant to the Custody Agreement executed by each Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholders. Each of the Selling Stockholders specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for 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 Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Shares hereunder, certificates for the Shares 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 sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of DTC at 10:00 a.m., New York 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 Representative 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 is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell hereby grants an option to the Purchasers, and Purchasers agree several Underwriters to purchase from the Company, 30,000 Option Shares of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment price per share as set forth in Section 3(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Warrants. One or more certificates in definitive form for Closing Date and (ii) only once thereafter within 30 days after the Shares that the Purchasers have agreed to purchasedate of this Agreement, by you, as well as the WarrantsRepresentative of the several Underwriters, shall be delivered by or on behalf of giving notice to the Company, against payment by or on behalf setting forth the number of Option Shares as to which the PurchasersUnderwriters are exercising the option, of the purchase price therefor by wire transfer of immediately available funds names and denominations in which the Option Shares are to the account of the Company previously designated by it in writing. Such delivery of and payment for the Shares be registered and the Warrants time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be made at determined by the offices of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at Representative but shall not be earlier than three nor later than 5:00 p.m. (Los Angeles Time) two trading 10 full business days after the Company obtains shareholder approval required by exercise of such option, nor in any event prior to the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents Closing Date (the "CLOSING"), or at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." In “Option Closing Date”). If the event date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by the Representative in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as the Representative 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 Company option is delisted from exercised, payment for the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the provisions order of Section 8(b), the Company against delivery of certificates therefor through the facilities of DTC. (e) If on the Closing shall take place two trading days after Date any Selling Stockholder fails to sell the Company commences trading Firm Shares which such Selling Stockholder has agreed to sell on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closingsuch date as set forth in Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to pay the Underwriters which represents the Firm Shares which such Selling Stockholder has failed to MAG a Due Diligence fee of $160,000so sell, payable as set forth in Schedule I hereto, or such lesser number as may be requested by wire transfer of immediately available funds to an account of MAG previously designated by it in writingthe Representative.

Purchase, Sale and Delivery of the Shares. On the basis of the ------------------------------------------ representations, warranties, covenants, and agreements and covenants of the Company herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the PurchasersUnderwriters, severally and not jointly, and Purchasers the Underwriters, severally and not jointly, agree to purchase from the Company, 30,000 Company the number of Firm Shares of Series A Stock at $100.00 per Share set forth opposite the Underwriters' names in the amounts shown on the signature page Schedule 1 hereto. In connection with The purchase price per Firm Share to be paid by the purchase Underwriters shall be $________ and sale of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrantsinitial public offering price per Firm Share shall be $________. One or more certificates in definitive form Payment for the Firm Shares that by the Purchasers have agreed to purchase, as well as the Warrants, Underwriters shall be delivered made by certified or on behalf of the Companyofficial bank check in clearing house funds, against payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds payable to the account order of the Company previously designated at the offices of Cohig & Associates, Inc., Suite 400, 0000 Xxxxx Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, or at such other place as the Representative shall determine and advise the Company by it at least two full days' notice in writing, upon delivery of the Shares. Such delivery of and payment for the Shares and the Warrants shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the "Closing Date." In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Share of the Firm Shares provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. Payment for the Additional Shares shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of Mercator Advisory GroupCohig & Associates, LLCInc., 000 Xxxxx Xxxxxx XxxxxxSuite 400, Xxxxx 00006300 South Syracuse Way, Xxx XxxxxxxEnglewood, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING")Colorado, or at such date other place as the Purchasers you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may agree uponrequest in writing at least two full business days prior to the -13- Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such time and date certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of delivery against payment being herein referred to as the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to this Agreement under the provisions of Section 8(b)10 hereof) to purchase and pay for Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Shares, the Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing shall take place two trading for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company commences trading shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the OTC Bulletin Board or similar market. No later than three (3) days after completion part of the ClosingCompany to any non-defaulting Underwriter, except the Company agrees shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non- defaulting Underwriter to pay the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to MAG a Due Diligence fee of $160,000, payable the Company or to the remaining Underwriters for damages occasioned by wire transfer of immediately available funds to an account of MAG previously designated by it in writingits default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements and covenants of the Company herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the PurchasersUnderwriters, severally and not jointly, and Purchasers the Underwriters, severally and not jointly, agree to purchase from the Company, 30,000 Company the number of Firm Shares of Series A Stock at $100.00 per Share set forth opposite the Underwriters' names in the amounts shown on the signature page Schedule 1 hereto. In connection with The purchase price per Firm Share to be paid by the purchase and sale Underwriters shall be $4.50. The initial public offering price of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the WarrantsShares shall be $5.00. One or more certificates in definitive form Payment for the Firm Shares that by the Purchasers have agreed to purchase, as well as the Warrants, Underwriters shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, of the purchase price therefor made by wire transfer of immediately available funds or by certified or official bank check in clearing house funds, payable to the account order of the Company previously designated at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by it at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery of and payment for the Shares and the Warrants shall be made at 10:00 a.m., Mountain Time, on the offices third business day following the time of Mercator Advisory Groupthe initial public offering, LLCas defined in Section 10(a) hereof, 000 Xxxxx Xxxxxx Xxxxxxunless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company obtains shareholder approval required hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the NASDAQ Small Cap Market for Representative on the transactions contemplated in basis of the Transaction Documents (representations, warranties, covenants, and agreements of the "CLOSING")Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or at such date before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Purchasers option is being exercised, and the Company may agree upontime and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of delivery against payment being herein referred the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to as the "CLOSING DATE." In the event that order of the Company is delisted from at the NASDAQ Small Cap Market andoffices of J.P. Turner & Company, thereforeL.L.C., shareholder approval is not required5445 DTC Parkway, thenSuite 940, subject Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto and the Representative may require delivery of such Additional Shares through the facilities of The Depository Trust Company. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8(b)10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing shall take place two trading for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company commences trading shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the OTC Bulletin Board or similar market. No later than three (3) days after completion part of the ClosingCompany to any non-defaulting Underwriter, except the Company agrees shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to pay the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to MAG a Due Diligence fee of $160,000, payable the Company or to the remaining non-defaulting Underwriters for damages occasioned by wire transfer of immediately available funds to an account of MAG previously designated by it in writingits default hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder, severally and not jointly, agree to issue and sell to the Purchaserseach Underwriter and each Underwriter, severally and Purchasers agree not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholder, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration15.40, the Purchasers and MAG will receive Warrants number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf provisions of the Company, against payment by or on behalf of the Purchasers, Section 10 hereof. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Firm Shares and the Warrants shall be made at the offices office of Mercator Advisory GroupMayer, LLCBrown, 000 Xxxxx Xxxxxx XxxxxxRxxx & Maw LLP (“Underwriters’ Counsel”), 700 Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, xr at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required such other place as shall be agreed upon by the NASDAQ Small Cap Market for Lead Manager and the transactions contemplated in the Transaction Documents (the "CLOSING")Company, at 10:00 A.M., New York City time, on May 16, 2005, or at such date other time as shall be agreed upon by the Purchasers Lead Manager and the Company may agree upon, (such time and date of payment and delivery against payment being herein called the “Closing Date”). (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to, or as directed by, the Company and the Custodian (pursuant to the Selling Stockholder’s Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. The Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Stockholder hereunder and to hold such amounts for the account of the Selling Stockholder with the Custodian under the Custody Agreement and Power of Attorney. (d) 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 to the Underwriters, acting severally and not jointly, the option to purchase up to 510,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 by the Lead Manager to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Lead Manager, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "CLOSING DATE." In the event “Additional Closing Date”); provided, however, that the Company is delisted from Additional Closing Date shall not be earlier than the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to 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 (unless such time and date are postponed in accordance with the provisions of Section 8(b10 or 11 hereof). If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate any fractional shares as the Lead Manager in its sole discretion shall make. (e) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters’ Counsel, 700 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, xr at such other place as shall be agreed upon by the Lead Manager and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall take place two trading days after be agreed upon by the Lead Manager and Company. (f) Payment of the purchase price for the Additional Shares to be sold by the Company commences trading on the OTC Bulletin Board shall be made by wire transfer in same day funds to, or similar market. No later than three (3) days after completion of the Closingas directed by, the Company agrees upon delivery of certificates for the Additional Shares to pay to MAG a Due Diligence fee the Representative through the facilities of $160,000, payable by wire transfer The Depository Trust Company for the respective accounts of immediately available funds to an account of MAG previously designated by it in writingthe several Underwriters.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, agreements and covenants herein contained and subject (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the PurchasersUnderwriters, and Purchasers agree each of the Underwriters agrees, severally and not jointly, to purchase from the Company, 30,000 at a purchase price per share of $10.00, the number of Shares set forth opposite the name of Series A Stock at $100.00 per Share such Underwriter in Schedule I hereto. (b) Upon the amounts shown on authorization by you of the signature page hereto. In connection with release of the purchase and sale of Shares, the several Underwriters propose to offer the Shares for no additional consideration, sale upon the Purchasers terms and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as conditions set forth in the Warrants. One Prospectus. (c) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request (or in the form of one or more global certificates deposited with the Depository Trust Company (“DTC”) and registered in definitive form the name of [Cede & Co.,] as nominee for DTC) upon at least forty-eight hours prior notice to the Shares that the Purchasers have agreed to purchase, as well as the Warrants, Company shall be delivered by or on behalf of the CompanyCompany to the Representative, through the facilities of the DTC, for the account of such Underwriter, against payment by or on behalf of the Purchasers, such Underwriter of the purchase price therefor by wire transfer of immediately available Federal (same day) funds to the account specified by the Company, to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the Company previously office of DTC or its designated by it in writingcustodian (the “Designated Office”). Such The time and date of such delivery of and payment for shall be, with respect to the Shares Shares, 9:30 a.m., Eastern Time, on _______, 2013 or such other time and the Warrants shall be made at the offices of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or at such date as the Purchasers Representative and the Company may agree upon, such upon in writing. Such time and date for delivery of delivery against payment being the Shares is herein referred called the “Time of Delivery.” (d) The documents to as be delivered at the "CLOSING DATE." In Time of Delivery by or on behalf of the event that parties hereto pursuant to Section 3 hereof, including the Company is delisted from cross receipt for the NASDAQ Small Cap Market andShares and any additional documents requested by the Underwriters pursuant to Section 5(j) hereof, thereforewill be delivered at the offices of Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, shareholder approval P.C. (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at _____ p.m., Eastern Time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not required, then, subject a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. (e) With respect to the provisions of Section 8(b)Shares sold by the Underwriters in the Public Offering, the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three Representative will receive as compensation for its services hereunder: (3i) days after completion a management fee of __% of the Closing, aggregate purchase price of all Shares sold in the Company agrees to pay to MAG a Due Diligence Public Offering; (ii) an underwriting fee of $160,000, payable by wire transfer __% of immediately available funds to an account the aggregate purchase price of MAG previously designated by it all shares sold in writingthe Public Offering; and (iii) a selling concession of __% of the aggregate purchase price of all Shares sold in the Public Offering.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, each Selling Shareholder agrees, severally and not jointly, to sell the Company agrees to issue and sell number of Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto to the PurchasersUnderwriter, and Purchasers agree the Underwriter agrees, jointly and not severally, to purchase from the Company, 30,000 Shares of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional considerationSelling Shareholders, the Purchasers and MAG Shares. The purchase price for each Share shall be $[___] per share. The Shares will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf the Custodian to the Underwriter for the account of the Company, Underwriter against payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available same day funds payable to the account order of the Company previously designated by it in writing. Such delivery of and payment for the Shares and the Warrants shall be made Custodian, at the offices of Mercator Advisory Group, Cochran Caronia Waller Securities LLC, 000 Xxxxx Xxxxxx XxxxxxOne South Wacker Drive, Xxxxx 0000Suite 2000, Xxx XxxxxxxXxixxxx, Xxxxxxxxxx XX 00000, or such other lxxxxxxx xx xxx xx xxxxxxxx acceptable, at not later than 5:00 9:00 a.m. Central time on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. (Los Angeles TimeEastern time, the fourth) two trading days after full business day following the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING")date hereof, or at such other time and date as the Purchasers Underwriter, Rakoff and the Company may agree upondetermine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." In If the event that Underwriter so elect, delivery of the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject Shares may be made by credit through full fast transfer to the provisions of Section 8(b), the Closing shall take place two trading days after the accounts at The Depository Trust Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writingthe Underwriter.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell 2,500,000 of the Firm Shares to the Purchasers, Underwriter and Purchasers agree the Underwriter agrees to purchase from the Company, 30,000 at a purchase price per share of $ , the number of Firm Shares set forth opposite the respective name of Series A Stock the Underwriter in Schedule I hereto. (b) Delivery of the Firm Shares to the Underwriter shall be made, against payment of the purchase price therefor, at $100.00 per Share the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on January , 2004, or at such other time as shall be agreed upon by the Underwriter and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” On the Closing Date, one or more Firm Shares in definitive global form, registered in the amounts shown name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York (“DTC”), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriter (the “Global Shares”) shall be delivered by the Company to the Underwriter, against payment by the Underwriter of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to the Underwriter of the information required to effect such wire transfer. The Global Shares shall be made available to the Underwriter for inspection not later than 9:30 a.m. on the signature page hereto. business day immediately preceding the Closing Date. (c) In connection with the purchase and sale of Shares, for no additional considerationaddition, the Purchasers and MAG will receive Warrants Company hereby grants to the Underwriter the option to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions 375,000 Additional Shares at the Closing, , subject same purchase price per share to adjustment be paid by the Underwriter to the Company for the Firm Shares as set forth in Section 2(a) hereof, for the Warrantssole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriter. One This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice to the Company from the Underwriter. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriter, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to the Underwriter shall be up to the Additional Share amount in the sole discretion of the Underwriter. Delivery of the Additional Shares to the Underwriter shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on the Additional Closing Date or at such other time as shall be agreed upon by the Underwriters and the Company. On the Additional Closing Date, one or more certificates Additional Shares in definitive form for global form, registered in the Shares that the Purchasers have agreed to purchasename of Cede & Co., as well as nominee of DTC, having an aggregate amount corresponding to the Warrants, aggregate principal amount of the Additional Shares sold to the Underwriters (the “Additional Global Shares”) shall be delivered by or on behalf of the CompanyCompany to the Underwriter, against payment by or on behalf of the Purchasers, Underwriters of the purchase price therefor therefor, by wire transfer of immediately available funds to the account of the Company previously designated by it transfer, in writing. Such delivery of and payment for the Shares and the Warrants shall be made at the offices of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available same-day funds to an account of MAG previously designated by it in writingthe Company, provided that the Company shall give at least two business days’ prior written notice to the Underwriter of the information required to effect such wire transfer. The Additional Global Shares shall be made available to the Underwriter for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree to sell to the PurchasersUnderwriters, and Purchasers the Underwriters agree to purchase purchase, all of the Excess Unsubscribed Shares at a price of $____ per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the CompanyUnderwriters, 30,000 for a period of 20 days after the Expiration Date, the Company and the Selling Stockholders agree to sell to the Underwriters all or part of up to 303,000 Option Shares at a purchase price of Series A Stock at $100.00 ____ per Share share for the sole purpose of covering over-allotments that may be made in the amounts shown on the signature page hereto. In connection with the purchase offering and sale distribution of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant and/or Excess Unsubscribed Shares. The Company and the Selling Stockholders further agree that 151,500 of the Option Shares will be sold by the Company and that the aggregate of 151,500 Option Shares will be sold by the Selling Stockholders and that any such exercise will be deemed to MAG's instructions at be sold on a pro rata basis by the ClosingCompany and the Selling Stockholders on the same basis as the portion of the 3,030,000 shares to be sold by the Company and each of the Selling Stockholders. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company and the Selling Stockholders up to two times, , subject to adjustment as set forth in provided that the Warrantsaggregate number of Option -------- Shares purchased by the Underwriters shall not exceed 303,000. One or more certificates in definitive form Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock and/or the Excess Unsubscribed Shares. No Option Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on behalf the Closing Date by certified or official bank checks in next day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of X.X. Xxxxxx Securities Inc., 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriters and the Company, against payment by or on behalf upon delivery of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds certificates (in form and substance satisfactory to the account of Underwriters) representing the Company previously designated by it in writingExcess Unsubscribed Shares to the Underwriters. Such delivery of Delivery and payment for the Excess Unsubscribed Shares and the Warrants shall be made at the offices Closing. In addition, in the event that any or all of Mercator Advisory Groupthe Option Shares are purchased by the Underwriters, LLCpayment of the purchase price for, 000 Xxxxx Xxxxxx Xxxxxxand delivery of certificates for, Xxxxx 0000such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, Xxx Xxxxxxxon each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, Xxxxxxxxxx 00000if 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 business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 5:00 p.m. 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (Los Angeles Timed) two trading days after Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company obtains shareholder approval required and the Selling Stockholders, shall be made at the Closing on the Closing Date, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or Underwriters at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing.

Purchase, Sale and Delivery of the Shares. Closing Time. (i) On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Company agrees to issue and sell to the PurchasersUnderwriters, and Purchasers the Underwriters agree to purchase from the Company, 30,000 2,125,000 Shares at and for a price of Series A Stock at $100.00 _____ per Share in Share; and (B) the amounts shown on Selling Stockholder agrees to sell to the signature page hereto. In connection with the purchase and sale of Underwriters 375,000 Shares, and the Underwriters agree to purchase from the Selling Stockholder, such Shares at and for no additional considerationa price of $_____ per Share. The number of Shares to be purchased from the Company and the number of Shares to be purchased from the Selling Stockholder respectively (as adjusted by the Representatives to eliminate fractions), by each of the Underwriters shall be determined by multiplying the aggregate number of such Shares to be sold by the Company or the Selling Stockholder, as the case may be, by a fraction, the Purchasers numerator of which is the total number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto and MAG will receive Warrants to purchase up to an the denominator of which is the aggregate number of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as Firm Shares set forth in Schedule A hereto. The obligations of the Warrants. One or more certificates in definitive form Underwriters under this Agreement are several and not joint. (ii) Delivery of the Firm Shares shall be made to you for the Shares that accounts of the Purchasers have agreed to purchaserespective Underwriters, at the offices of Ladenburg Thalxxxx & Xo. Inc. at 590 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx such other location in the New York metropolitan area as well as you shall advise the WarrantsCompany and the Selling Stockholder by at least one full business day's notice in writing, shall be delivered against payment by or you on behalf of the Company, against payment by or on behalf of the Purchasers, respective Underwriters of the purchase price therefor to the Company by wire transfer of immediately available same-day federal funds to the account of the amount to which the Company previously designated by it is entitled, at 10:00 A.M., New York City Time, on ____________ 1996, or on such other time and business day (Saturdays, Sundays and legal holidays in writing. Such delivery the City or State of and payment New York not being considered business days for the Shares and the Warrants shall be made at the offices purposes of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"this Agreement), or at such date as the Purchasers Representatives and the Company may agree uponupon or as the Representatives may determine pursuant to Section 12 hereof, such which time and date of delivery against payment being are herein referred to as called the "CLOSING DATEClosing Time." In Delivery of the event that Firm Shares shall be made in registered form in such name or names and in such denominations as you shall request by at least two full business days' notice in writing. The cost of original issue tax stamps and transfer stamps, if any, in connection with the issuance and delivery or sale of the Firm Shares by the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions respective Underwriters shall be borne by the Company; the cost of Section 8(b)transfer stamps, if any, in connection with the sale of the Firm Shares by the Selling Stockholder to the respective Underwriters shall be borne by the Selling Stockholder. The Company will pay and save each Underwriter or its nominees, and any subsequent holder of the Firm Shares, harmless from any and all liabilities with respect to or resulting from any failure or delay in paying federal or state stamp and other transfer taxes, if any, which may be payable or determined to be payable in connection with the sale by the Company or the Selling Stockholder to such Underwriter of the Firm Shares or any portion thereof. (iii) The Company and the Selling Stockholder will make the certificates for the Firm Shares available to you for examination at the offices of Ladenburg Thalxxxx & Xo. Inc. at 590 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at such other place as you shall request, not later than 2:00 P.M., New York City Time, on the business day next preceding the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writingTime.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell 6,500,000 of the Firm Shares to the PurchasersUnderwriters and the Underwriters, severally and Purchasers not jointly, agree to purchase from the Company, 30,000 at a purchase price per share of $ ____, the number of Firm Shares set forth opposite the respective names of Series A Stock the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Delivery of the Firm Shares to the Underwriters shall be made, against payment of the purchase price therefor, at $100.00 per Share the offices of Xxxxxx & Xxxxxx, L.L.P., 0000 Xxxxx Xxxx Xxxxx,0000 Xxxxxx, Xxxxxxx, Xxxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, New York City time, on _______,2000, or at such other time as shall be agreed upon by the Underwriters and the Company. The time and date of such delivery and payment are herein called the "Closing Date." On the Closing Date, one or more Firm Shares in definitive global form, registered in the amounts shown name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the "Global Shares") shall be delivered by the Company to Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx"), as agent for the Underwriters, against payment by the Underwriters of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to Bear Xxxxxxx of the information required to effect such wire transfer. The Global Shares shall be made available to Bear Xxxxxxx for inspection not later than 9:30 a.m. on the signature page hereto. business day immediately preceding the Closing Date. (c) In connection with the purchase and sale of Shares, for no additional considerationaddition, the Purchasers and MAG will receive Warrants Company hereby grants to the Underwriters the option to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions 975,000 Additional Shares at the Closing, , subject same purchase price per share to adjustment be paid by the Underwriters to the Company for the Firm Shares as set forth in the Warrants. One or more certificates in definitive form Section 2(a) hereof, for the sole purpose of covering over- allotments, if any, in the sale of Firm Shares that by the Purchasers have agreed Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice to purchase, as well as the Warrants, shall be delivered by or Company from Bear Xxxxxxx on behalf of the CompanyUnderwriters. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, against payment as reasonably determined by or Bear Xxxxxxx on behalf of the PurchasersUnderwriters, of when the purchase price therefor by wire transfer of immediately available funds Additional Shares are to the account of the Company previously designated by it in writing. Such delivery of and payment for the Shares and the Warrants shall be made at the offices of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. delivered (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein sometimes referred to as the "CLOSING DATE." In the event Additional Closing Date"); provided, however, that the Company is delisted from Additional Closing Date shall not be earlier than the NASDAQ Small Cap Market andClosing Date or, thereforeif thereafter, shareholder approval is not required, then, subject to earlier than the third 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 (unless such time and date are postponed in accordance with the provisions of Section 8(b10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 6,500,000 subject, however, to such adjustments to eliminate any fractional shares as Bear Xxxxxxx on behalf of the Underwriters in its sole discretion shall make. Delivery of the Additional Shares to the Underwriters shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxx, L.L.P., 0000 Xxxxx Xxxx Xxxxx,0000 Xxxxxx, Xxxxxxx, Xxxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, New York City time, on _______,2000, or at such other time as shall be agreed upon by the Underwriters and the Company. The time and date of such delivery and payment are herein called the "Additional Closing Date." On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the "Additional Global Shares") shall take place two trading days after be delivered by the Company commences trading on to Bear, Xxxxxxx & Co. Inc., as agent for the OTC Bulletin Board or similar market. No later than three (3) days after completion Underwriters, against payment by the Underwriters of the Closingpurchase price therefor, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available transfer, in same-day funds to an account of MAG previously designated by it in writingthe Company, provided that the Company shall give at least two business days' prior written notice to Bear, Xxxxxxx & Co. Inc. of the information required to effect such wire transfer. The Additional Global Shares shall be made available to Bear, Xxxxxxx & Co. Inc. for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder, severally and not jointly, agree to issue and sell to the Purchaserseach Underwriter and each Underwriter, severally and Purchasers agree not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration$ 21.919, the Purchasers and MAG will receive Warrants number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf provisions of the Company, against payment by or on behalf of the Purchasers, Section 10 hereof. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Firm Shares and the Warrants shall be made at the offices of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING")Bxxxx Bxxxx L.L.P., or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on March 24, 2007, or such other time and date as the Purchasers Lead Managers and the Company may agree upon, upon in writing (such time and date of payment and delivery against payment being herein called the “Closing Date”). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the Company and the Custodian (pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder severally and not jointly hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Closing Date. The Company and the Custodian will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (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 Selling Stockholders listed on Schedule II hereto as selling Additional Shares, acting severally and not jointly, hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 7,500,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares as set forth in this Section 3 above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters, the respective numbers of Additional Shares obtained by multiplying the number of Additional Shares specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule II hereto and the denominator of which is the total number of Additional Shares (subject to adjustment by Bear Sxxxxxx to eliminate fractions). 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 Bear Sxxxxxx to the Company and the Selling Stockholders. If the option is exercised in part, the Selling Stockholders, acting severally and not jointly, will sell the amount that is proportional to the total number of Additional Shares listed on Schedule II. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Sxxxxxx, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "CLOSING DATE." In “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the event that Closing Date or earlier than the Company is delisted from second full business day after the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to 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 (unless such time and date are postponed in accordance with the provisions of Section 8(b11 hereof), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion Upon any exercise of the Closingoption as to all or any portion of the Additional Shares, the Company each Underwriter, acting severally and not jointly, agrees to pay purchase from the Selling Stockholders the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 11 hereof) bears to MAG a Due Diligence fee the total number of $160,000Firm Shares that the Underwriters have agreed to purchase hereunder, payable subject, however, to such adjustments to eliminate fractional shares as Bear Sxxxxxx in its sole discretion shall make. (d) Payment for the Additional Shares to be sold by the Selling Stockholders, if any, shall be made to or upon the order of the Selling Stockholders of the purchase price by wire transfer of immediately available in Federal (same day) funds to an the Selling Stockholders or the Custodian at the offices of Bxxxx Bxxxx L.L.P. (“Underwriters’ Counsel”), or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters. Each Selling Stockholder severally and not jointly hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of MAG previously designated such Selling Stockholder with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company and the Custodian will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company and the Selling Stockholders, severally and not jointly, acknowledge and agree that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company, the Selling Stockholders and the Underwriters or between the Company and the Selling Stockholders has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company and the Selling Stockholders in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in writingconnection therewith, and it is not relying on the Underwriters with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell to the PurchasersUnderwriter, and Purchasers agree the Underwriter agrees to purchase from the CompanySelling Stockholder, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration7.00, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, Shares. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Shares and the Warrants shall be made at the offices office of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING")Bxxxx & Hxxxxxxxx LLP, or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on the third or fourth business day after the determination of the public offering price of the Shares, or such other time not later than ten business days after such date as shall be agreed upon by the Purchasers Underwriter and the Company may agree upon, (such time and date of payment and delivery against payment being herein referred to as called the "CLOSING DATE“Closing Date”)." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3c) days after completion Payment of the Closing, purchase price for the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable Shares shall be made by wire transfer of immediately available in same day funds to an the Selling Stockholder upon delivery of certificates for the Shares to the offices of American Stock Transfer & Trust Company, 50 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, for the account of MAG previously designated the Underwriter through the facilities of The Depository Trust Company. The Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by it the Selling Stockholder to the Underwriter, or otherwise in writingconnection with the performance of the Selling Stockholder’s obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchasers, and Purchasers agree to purchase from the CompanyCompany on the Closing Date (as defined below), 30,000 5,000 Shares of Series A Stock at $100.00 per Share in B Stock; provided, however, that the amounts shown Purchasers shall have no obligation to consummate the transactions contemplated to occur on the signature page hereto. In connection Closing Date unless all of the following conditions have been met as of the Closing Date: (i) no Event of Default shall have occurred and remain uncured, (ii) there shall have been no breach by the Company of any covenant under this Agreement, (iii) the Company shall be current in all of its public filings, (iv) the Purchasers shall have received an opinion from the Company's counsel with respect to the purchase and sale authorization of Shares, for no additional consideration, the securities to be issued to the Purchasers and MAG will receive Warrants other customary matters, and (v) the Company shall not, after the date of this Agreement have consummated or entered into any agreement to purchase effect a transaction that would be regarded as a liquidation, dissolution or winding up to an aggregate of 1,530,000 shares the affairs of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in Company under the Warrants. Certificate of Designations. (b) One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf delivery of $500,000, each of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds to the account of Purchasers and the Company previously designated shall deliver the Registration Rights Agreement, duly executed by it in writingsuch party. Such delivery of and payment for the Shares and the Warrants shall be made at the offices of Mercator Advisory GroupM.A.G., LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents on December 29, 2006 (the "CLOSINGClosing"), or at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." In " (c) The proceeds shall be held in a reserve account at the event bank currently utilized by the Company and shall be released therefrom only upon a resolution by a majority of the Company's independent directors (as defined in the NASD Manual) that the Company release of such proceeds (or a portion thereof) is delisted from necessary or appropriate under the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to Company's budget (as approved by the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion Finance Committee of the Closing, the Company agrees to pay to MAG a Due Diligence fee Company's Board of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writingDirectors).

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to issue and sell to the Purchasers, Underwriter and Purchasers agree the Underwriter agrees to purchase from the CompanySelling Shareholder, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration37.40, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, Shares. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Shares and the Warrants shall be made at the offices office of Mercator Advisory GroupSkadden, LLCArps, Slate, Xxxxxxx & Xxxx LLP, 000 X. Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. 00000 (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on March 11, 2013, or such other time and date as the Purchasers Underwriter and the Company may agree upon, upon in writing (such time and date of payment and delivery against payment being herein referred to as called the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b“Closing Date”), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion Payment of the Closing, purchase price for the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable Shares shall be made by wire transfer of immediately available in same day funds to an or as directed in writing by the Selling Shareholder upon transfer of the Shares to the Underwriter through the facilities of The Depository Trust Company for the account of MAG previously designated the Underwriter. The Selling Shareholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by the Selling Shareholder to the Underwriter, or otherwise in connection with the performance of the Selling Shareholder’s obligations hereunder. (c) Each of the Company and the Selling Shareholder acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company or the Selling Shareholder and the Underwriter has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriter has advised or is advising any such party on other matters; (iii) the Underwriter’s obligations to the Company and the Selling Shareholder in respect of the Offering are set forth in this Agreement in their entirety; and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in writingconnection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder, severally and not jointly, agrees to issue and sell to the Purchaserseach Underwriter and each Underwriter, severally and Purchasers agree not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration[ ], the Purchasers and MAG will receive Warrants number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf provisions of the Company, against payment by or on behalf of the Purchasers, Section 10 hereof. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Firm Shares and the Warrants shall be made at the offices office of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. & Xxxxxxx LLP (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSINGUnderwriters' Counsel"), or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on [ ], 2006, or such other time and date as the Purchasers Underwriters and the Company may agree upon, upon in writing (such time and date of payment and delivery against payment being herein called the "Closing Date"). (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to or as directed in writing by the Company and the Custodian (pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Lead Managers through the facilities of DTC for the respective accounts of the several Underwriters. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Selling Stockholders' Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under such Selling Stockholder's Custody Agreement and Power of Attorney. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request. The Company and the Custodian will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (d) 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 Selling Stockholders listed on Schedule I hereto as selling Additional Shares hereby grant to the Underwriters, acting severally and not jointly, the option to purchase up to 937,500 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 3(a) above, the respective numbers of Additional Shares obtained by multiplying the number of Additional Shares specified in such notice by a fraction the numerator of which is, in the case of each Selling Stockholder selling Additional Shares, the number of Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto and the denominator of which is the total or maximum number of Additional Shares (subject to adjustment by the Lead Managers to eliminate fractions), for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time or 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 Lead Managers to the Company and the Selling Stockholders. If the option is exercised in part, the Selling Stockholders will sell the amount that is proportional to the total number of Additional Shares listed on Schedule I. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Lead Managers, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "CLOSING DATE." In Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the event 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. Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Selling Stockholders the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Company is delisted from Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as the NASDAQ Small Cap Market andLead Managers in their sole discretion shall make. (e) Payment of the purchase price for, therefore, shareholder approval is not required, then, subject to the provisions and delivery of Section 8(b)certificates representing, the Closing Additional Shares shall take be made at the office of Underwriters' Counsel, or at such other place two trading days after as shall be agreed upon by the Company commences trading Lead Managers and the Company, at 10:00 A.M., New York City time, on the OTC Bulletin Board Additional Closing Date, or similar market. No later than three such other time as shall be agreed upon by the Lead Managers and the Company. (3f) days after completion Payment of the Closing, purchase price for the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable Additional Shares shall be made by wire transfer of immediately available in same day funds to an or as directed in writing by the Custodian (pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement) upon delivery of certificates for the Additional Shares to the Underwriters through the facilities of DTC for the respective accounts of the several Underwriters. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of MAG previously designated the Selling Stockholder with the Custodian under such Selling Stockholder's Custody Agreement and Power of Attorney. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request. The Custodian will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (g) The Company and the Selling Stockholders acknowledge and agree that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm's length between sophisticated parties represented by it counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising the Company or any Selling Stockholder on other matters, (iii) the Underwriters' obligations to the Company and the Selling Stockholders in writingrespect of the Offering are set forth in this Agreement in their entirety and (iv) they have obtained such legal, tax, accounting and other advice as they deem appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and they are not relying on the Underwriters with respect to any such matters.

Purchase, Sale and Delivery of the Shares. Closing; Distribution. (i) On the basis of the representations, warranties, agreements representations and covenants herein contained warranties set forth in this Agreement and subject to the terms and conditions herein set forth, the Company agrees Selling Shareholders, severally and not jointly, agree to issue and sell to the PurchasersUnderwriters 875,000 Firm Shares as reflected in Schedule A hereto, and Purchasers the Underwriters, severally and not jointly, agree to purchase such 875,000 Firm Shares from the CompanySelling Shareholders, 30,000 Shares at and for a price of Series A Stock at $100.00 $ per Share (the "Purchase Price"), only in those jurisdictions and in such amounts where due qualification and/or registration has been effected or an exemption from such qualification and/or registration is available under the amounts shown on applicable securities or Blue Sky laws of such jurisdiction. This agreement to purchase Shares only covers the signature page hereto. In connection with the purchase and initial sale of Shares, for no additional consideration, the Purchasers Shares by the Underwriters and MAG will receive Warrants not any subsequent sale of such Shares in any trading market which may develop after the public offering. (ii) Delivery of the Firm Shares shall be made to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions the Representatives at the Closingoffices of McDoxxxx & Xompany Securities, Inc. ("McDonald & Company"), subject to adjustment at McDoxxxx Xxxestment Center, 800 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, xx such other location as set forth in you and the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, Selling Shareholders shall be delivered by or on behalf of the Companyagree, against payment by or on behalf of the Purchasers, you of the purchase price therefor by wire transfer delivery of immediately available certified or bank cashier's checks payable in next day funds to the account order of each of the Selling Shareholders for the Shares sold by each of them, at 10:00 a.m., Cleveland time, on July , 1998, or on such other business day (Saturdays, Sundays and legal holidays in the City of Cleveland not being considered business days for the purposes of this Agreement) not later than the fourth full business day following the date of this Agreement as you shall determine and advise the Company previously designated by it at least two full business days' notice in writing, which time and date are herein called the "Closing Time." Delivery of the Firm Shares shall be made in registered form in such name or names and in such denominations as you shall request by at least two full business days' notice in writing. Such The cost of original issue tax stamps and transfer stamps, if any, in connection with the issuance and delivery or sale of the Firm Shares by the Selling Shareholders to the Underwriters shall be borne by the Selling Shareholders. The Selling Shareholders will pay and save harmless each Underwriter, or its nominees, and any subsequent holder of the Firm Shares from any and all liabilities with respect to or resulting from any failure or delay in paying federal or state stamp and other transfer taxes, if any, which may be payable or determined to be payable in connection with the sale by the Selling Shareholders to such Underwriter of the Firm Shares or any portion thereof. (iii) The Selling Shareholders, through their Custodian, will make the certificates for the Firm Shares available to you for examination at such offices as you shall designate, not later than 2:00 p.m., on the business day preceding the Closing Time. (iv) The obligations of each Underwriter to purchase and pay for the Firm Shares shall be subject to compliance as of such date with all the conditions specified in Section 9 hereof and to the absence of any termination of this Agreement pursuant to (i) The Selling Shareholders indicated on Schedule A, severally and not jointly, hereby grant to the Underwriters an option (the "Option") to purchase from such Selling Shareholders up to 131,250 Option Shares, at and for a price for each Option Share equal to the Purchase Price; provided, however, that the Option may be exercised only for the purpose of covering any over-allotments which may be made by you in connection with the distribution and sale of the Firm Shares. (ii) The Option is exercisable by you in whole or in part at any time on or before 12:00 noon, Cleveland time, on the day prior to the Closing Time, and at any time thereafter during the period ending 30 days after the date of the Prospectus, by giving notice to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Option is being exercised, the name or names in which the certificates for such Option Shares are to be registered, the denominations of such certificates and the date of delivery of and payment for such Option Shares, which date, if not the Closing Time, shall not be less than two nor more than five business days after such notice. (iii) Upon the exercise of the Option, the Selling Shareholders indicated on Schedule A shall sell to the Underwriters the number of Option Shares specified in the notice exercising the Option, and the Warrants Underwriters, on the basis of the representations and warranties of the Selling Shareholders contained herein and in each certificate and document contemplated under this Agreement to be delivered to you, but subject to the terms and conditions of this Agreement, severally and not jointly, shall purchase from such Selling Shareholders the number of Option Shares specified in such notice. (iv) Delivery of the Option Shares with respect to which the Option shall have been exercised shall be made to the Representatives at the offices of Mercator Advisory GroupMcDonald & Company at McDoxxxx Xxxestment Center, LLC, 000 Xxxxx Xxxxxx 800 Xxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxxxxx, Xxx XxxxxxxXxxx 00000-0000 xx such other location as you and the Agent shall agree, Xxxxxxxxxx 00000against payment by you, as Underwriters, of the aggregate Purchase Price therefor to the Selling Shareholders indicated on Schedule A by certified or bank cashier's check or checks payable in next-day funds to the order of each of such Selling Shareholders in the amount to which such Selling Shareholders are entitled, at not later than 5:00 p.m. (Los Angeles Time) two trading days after 10:00 a.m., Cleveland time, on the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated date and in the Transaction Documents place designated in the notice given by you as above provided for, unless some other place, time and date is mutually agreed upon (the "CLOSING"), or at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as called the "CLOSING DATE." In Option Exercise Time"). The cost of original issue tax stamps or transfer stamps, if any, in connection with each issuance and delivery of the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject Option Shares by such Selling Shareholders to the provisions Underwriters shall be borne by such Selling Shareholders. The Selling Shareholders indicated on Schedule A will pay and save harmless each Underwriter, or its nominees, and any subsequent holder of Section 8(b)Option Shares from any and all liabilities with respect to or resulting from any failure or delay in paying federal and state stamp taxes, the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board if any, which may be payable or similar market. No later than three (3) days after completion of the Closing, the Company agrees determined to pay to MAG be payable as a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing.result of

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, (A) the Company agrees to issue and sell to the Purchaserseach Underwriter and each Underwriter, severally and Purchasers agree not jointly, agrees to purchase from the Company, 30,000 at a purchase price of $_____ per Share, the number of Firm Shares set forth opposite the name of Series A Stock such Underwriter in Column (1) of Schedule I hereto and (B) each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from such Selling Stockholder, at $100.00 the same purchase price per Share Share, the number of Firm Shares equal to the number of Firm Shares set forth opposite the name of such Underwriter in Column (2) of Schedule I, multiplied by the amounts shown number of Firm Shares set forth opposite the name of such Selling Stockholder in Column (1) of Schedule II and divided by the total number of Firm Shares to be sold by all Selling Stockholders, in each case subject to such adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. (b) Certificates in negotiable form (endorsed in blank or accompanied by stock powers in blank, with signatures appropriately guaranteed, and any funds necessary for the purchase of stock transfer stamps) representing all of the Shares to be sold by the Selling Stockholders have been placed in custody under a Custody Agreement and each Selling Stockholder has duly executed and delivered a Power of Attorney appointing Xxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxxx and Xxxx Xxxxxxxx and each of them as such Selling Stockholder's attorney-in-fact (the "Attorney-in-Fact") with authority to execute this Agreement and to deliver this Agreement on behalf of such Selling Stockholder, to authorize the signature page hereto. In delivery of the Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the purchase transactions contemplated by this Agreement and sale of Shares, the Custody Agreement. Each Selling Stockholder agrees that the shares represented by the certificates held in custody for no additional consideration, such Selling Stockholder under the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , Custody Agreement are subject to adjustment as set forth in the Warrants. One or more certificates in definitive form interests of the Underwriters hereunder and the arrangements made by such Selling Stockholder for the Shares that the Purchasers have agreed to purchasesuch custody, as well as the Warrantsappointment by such Selling Stockholder of the Attorney-in-Fact, are, to that extent, irrevocable. Each Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated, except as otherwise provided herein, by any act of such Selling Stockholder, operation of law or otherwise, whether by the death or incapacity of such Selling Stockholder, if an individual, or by the occurrence of any other event. If any Selling Stockholder, if an individual, should die or become incapacitated, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the shares held in custody for such Selling Stockholder shall be delivered pursuant to the terms and conditions of this Agreement and the Custody Agreement, and the actions taken by the Attorney-in-Fact pursuant to the Power of Attorney shall be as valid as if such death, incapacity or on behalf other event had not occurred, whether or not the Custodian or the Attorneys-in-Fact shall have received notice of the Companysuch death, against incapacity or other event. (c) Delivery of certificates, and payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment price, for the Firm Shares and the Warrants shall be made at the offices of Mercator Advisory Group, LLC, Xxxxx Xxxxxxxx Securities Corp. at 000 Xxxxx Xxxxxx Xxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after or such other location as shall be agreed upon by the Company obtains shareholder approval required by and the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING")Representative. Such delivery and payment shall be made at 10:00 a.m., New York City time, on July __, 2000 or at such other time and date not more than five business days thereafter as shall be agreed upon by the Purchasers Representative and the Company may agree upon, such Company. The time and date of such delivery and payment are herein called the "Closing Date." (d) Delivery of the certificates for the Firm Shares shall be made to the Representative for the respective accounts of the several Underwriters against payment being herein referred by the several Underwriters through the Representative of the purchase price for the Firm Shares in same day funds drawn to the order of the Company in the case of Firm Shares sold by it and the Custodian in the case of Firm Shares sold by the Selling Stockholders. The certificates for the Firm Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in denominations and registered in such names as the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market andRepresentative shall request, therefore, shareholder approval is not required, then, subject less than two full business days prior to the provisions of Section 8(b)Closing Date. The certificates for the Firm Shares will be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to the Closing shall take place two trading days after Date. (e) The Company hereby sells to the Company commences trading on Representative, for consideration of $110 in the OTC Bulletin Board or similar market. No later than three aggregate, Warrants (3the "Warrants") days after completion to purchase 110,000 shares of Common Stock (the "Warrant Shares") at a price per share equal to 140% of the Closingpublic offering price. On the Closing Date, the Company agrees to pay to MAG a Due Diligence fee of $160,000shall issue one or more Warrants, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing.such denominations and registered in such names as the Representative may request, in the form attached hereto as Exhibit A.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, (A) the Company agrees to issue and sell to the Purchaserseach Underwriter and each Underwriter, severally and Purchasers agree not jointly, agrees to purchase from the CompanyCompany at a purchase price of $___________ per Share, 30,000 the number of Firm Shares set forth opposite the name of Series A Stock such Underwriter in Column (1) of Schedule I hereto and (B) each Selling Stockholder, severally and not ---------- jointly, agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from such Selling Stockholder at a purchase price of $100.00 ______ per Share Share, the number of Firm Shares equal to the number of Firm Shares set forth opposite the name of such Underwriter in Column (2) of Schedule I, multiplied by the amounts shown number of Firm Shares set forth opposite the name ---------- of such Selling Stockholder in Column (1) of Schedule II and divided by the ----------- total number of Firm Shares to be sold by all Selling Stockholders, in each case subject to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. Certificates in negotiable form (endorsed in blank or accompanied by stock powers in blank, with signatures appropriately guaranteed, and any funds necessary for the purchase of stock transfer stamps) representing all of the Shares to be sold by the Selling Stockholders have been placed in custody under a Custody Agreement and each Selling Stockholder has duly executed and delivered a Power of Attorney appointing [_______________] and [____________________] and each of them as such Selling Stockholder's attorney-in-fact (the "Attorney-in- Fact") with authority to execute this Agreement and to deliver this Agreement on behalf of such Selling Stockholder, to authorize the signature page hereto. In delivery of the Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the purchase transactions contemplated by this Agreement and sale of Shares, the Custody Agreement. Each Selling Stockholder agrees that the shares represented by the certificates held in custody for no additional consideration, such Selling Stockholder under the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , Custody Agreement are subject to adjustment as set forth in the Warrants. One or more certificates in definitive form interests of the Underwriters hereunder and the arrangements made by such Selling Stockholder for the Shares that the Purchasers have agreed to purchasesuch custody, as well as the Warrantsappointment by such Selling Stockholder of the Attorney-in-Fact, are, to that extent, irrevocable. Each Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated, except as otherwise provided herein, by any act of such Selling Stockholder, operation of law or otherwise, whether by the death or incapacity of such Selling Stockholder, if an individual, or by the occurrence of any other event. If any Selling Stockholder, if an individual, should die or become incapacitated, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the shares held in custody for such Selling Stockholder shall be delivered pursuant to the terms and conditions of this Agreement and the Custody Agreement, and the actions taken by the Attorney-in-Fact pursuant to the Power of Attorney shall be as valid as if such death, incapacity or on behalf other event had not occurred, whether or not the Custodian or the Attorneys-in-Fact shall have received notice of the Companysuch death, against incapacity or other event. Delivery of certificates, and payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment price, for the Firm Shares and the Warrants shall be made at the offices of Mercator Advisory Group, LLC, Xxxxxx Xxxx LLC at 000 Xxxxx Xxxxxx Xxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after or such other location as shall be agreed upon by the Company obtains shareholder approval required by and the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING")Representatives. Such delivery and payment shall be made at 10:00 a.m., New York City time, on __________, 1997 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Purchasers Representatives and the Company may agree upon, such Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the certificates for the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment being herein referred by the several Underwriters through the Representatives of the purchase price for the Firm Shares by certified or official bank checks in New York Clearing House (next day) funds drawn to the order of the Company in the case of Firm Shares sold by it and the Custodian in the case of Firm Shares sold by the Selling Stockholders. The certificates for the Firm Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in denominations and registered in such names as the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market andRepresentatives shall request, therefore, shareholder approval is not required, then, subject less than two full business days prior to the provisions of Section 8(b)Closing Date. The certificates for the Firm Shares will be made available to the Representatives at such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writingDate.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the PurchasersUnderwriters and the Underwriters, severally and Purchasers not jointly, agree to purchase from the Company, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration[ ], the Purchasers and MAG will receive Warrants number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any Firm Shares or Additional Shares which such Underwriter may become obligated to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf provisions of the Company, against payment by or on behalf of the Purchasers, Section 9 hereof. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates for, the Firm Shares and the Warrants shall be made at the offices of Mercator Advisory GroupBear, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000Xxxxxxx & Co. Inc., at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING")address listed above, or at such other place as shall be agreed upon by you and the Company, at 8:00 A.M. on the third or fourth Business Day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth Business Day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days (as hereinafter defined) after such date as the Purchasers shall be agreed upon by you and the Company may agree upon, (such time and date of payment and delivery against payment being herein called the "Closing Date"). It is understood that each Underwriter has authorized you for its account, to accept delivery of, receipt for, and make payment of th e purchase price for, the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. As used herein, the term "Business Day" means any day other than a day on which banks are permitted or required to be closed in New York. Payment for the Firm Shares shall be made to the Company by wire transfer in same day funds, against delivery to you at the offices of Bear, Xxxxxxx & Co. Inc. or such other location as may be mutually acceptable, for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Certificates for the Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full Business Days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full Business Day prior to the Closing Date. (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 to the Underwriters the option to purchase, severally and not jointly, up to [ ] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section, for the purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, or from time to time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "CLOSING DATE." In the event Additional Closing Date"); provided, however, that the Company is delisted from Additional Closing Date -------- ------- shall not be earlier than the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to 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 (unless such time and date are postponed in accordance with the provisions of Section 8(b9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full Business Days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full Business Day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment of the Closing purchase price for the Additional Shares shall take place two trading days after be made to the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available in same day funds to an such account as specified by the Company to the Representatives in writing at least two full Business Days prior to the Additional Closing Date against delivery to you at the offices of MAG previously designated by it in writingBear, Xxxxxxx & Co. Inc., or such other location as may be mutually acceptable, of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the PurchasersUnderwriters, and Purchasers the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule C hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, Safeguard, Xerox and Xxxxxxxx agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option -------- Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over- allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx Xxxxxxx Incorporated at Xxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriters and the Company, 30,000 Shares upon delivery of Series A Stock at $100.00 per Share certificates (in the amounts shown on the signature page hereto. In connection with the purchase form and sale of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds substance satisfactory to the account of Underwriters) representing the Company previously designated by it in writingExcess Unsubscribed Shares to the Underwriters. Such delivery of Delivery and payment for the Excess Unsubscribed Shares and the Warrants shall be made at the offices Closing. In addition, in the event that any or all of Mercator Advisory Groupthe Option Shares are purchased by the Underwriters, LLCpayment of the purchase price for, 000 Xxxxx Xxxxxx Xxxxxxand delivery of certificates for, Xxxxx 0000such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, Xxx Xxxxxxxon each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, Xxxxxxxxxx 00000if 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 business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 5:00 p.m. 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (Los Angeles Timed) two trading days after Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company obtains shareholder approval required and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or Underwriters at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion of the Closing, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company each Selling Shareholder, severally and not jointly, agrees to issue and sell to the Purchasers, Underwriter and Purchasers agree the Underwriter agrees to purchase from the CompanySelling Shareholders, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration41.25, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, Shares. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Shares and the Warrants shall be made at the offices office of Mercator Advisory GroupWeil, LLC, 000 Xxxxx Gotshal & Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. LLP (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on November 15, 2006, or such other time and date as the Purchasers Underwriter and the Company may agree upon, upon in writing (such time and date of payment and delivery against payment being herein referred to as called the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b“Closing Date”), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) days after completion Payment of the Closing, purchase price for the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable Shares shall be made by wire transfer of immediately available in same day funds to an or as directed in writing by the Selling Shareholders upon delivery of certificates for the Shares to the Underwriter through the facilities of The Depository Trust Company for the account of MAG previously designated the Underwriter. Each Selling Shareholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by the Selling Shareholders to the Underwriter, or otherwise in connection with the performance of the Selling Shareholders’ obligations hereunder. Certificates for the Shares shall be registered in such name or names and shall be in such denominations as the Underwriter may request. The Company will permit the Underwriter to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) Each of the Company and each Selling Shareholder acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company or a Selling Shareholder and the Underwriter has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriter has advised or is advising any such party on other matters; (iii) the Underwriter’s obligations to the Company and such Selling Shareholder in respect of the Offering are set forth in this Agreement in their entirety; and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in writingconnection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell to the PurchasersUnderwriter, and Purchasers agree the Underwriter agrees to purchase from the CompanySelling Stockholder, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration7.00, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, Shares. (b) Payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such for, and delivery of and payment for certificates representing, the Shares and the Warrants shall be made at the offices office of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING")& Xxxxxxxxx LLP, or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on the third or fourth business day after the determination of the public offering price of the Shares, or such other time not later than ten business days after such date as shall be agreed upon by the Purchasers Underwriter and the Company may agree upon, (such time and date of payment and delivery against payment being herein referred to as called the "CLOSING DATEClosing Date")." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3c) days after completion Payment of the Closing, purchase price for the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable Shares shall be made by wire transfer of immediately available in same day funds to an the Selling Stockholder upon delivery of certificates for the Shares to the offices of American Stock Transfer & Trust Company, 00 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, for the account of MAG previously designated the Underwriter through the facilities of The Depository Trust Company. The Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by it the Selling Stockholder to the Underwriter, or otherwise in writingconnection with the performance of the Selling Stockholder's obligations hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements and covenants of the Company herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the PurchasersUnderwriters, severally and not jointly, and Purchasers the Underwriters, severally and not jointly, agree to purchase from the Company, 30,000 Company the number of Firm Shares of Series A Stock at $100.00 per Share set forth opposite the Underwriters' names in the amounts shown on the signature page Schedule 1 hereto. In connection with The purchase price per Firm Share to be paid by the purchase and sale Underwriters shall be $______. The initial public offering price of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the WarrantsShares shall be $_____. One or more certificates in definitive form Payment for the Firm Shares that by the Purchasers have agreed to purchase, as well as the Warrants, Underwriters shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, of the purchase price therefor made by wire transfer of immediately available funds or by certified or official bank check in clearing house funds, payable to the account order of the Company previously designated at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by it at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery of and payment for the Shares and the Warrants shall be made at 10:00 a.m., Mountain Time, on the offices third business day following the time of Mercator Advisory Groupthe initial public offering, LLCas defined in Section 10(a) hereof, 000 Xxxxx Xxxxxx Xxxxxxunless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company obtains shareholder approval required hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the NASDAQ Small Cap Market for Representative on the transactions contemplated in basis of the Transaction Documents (representations, warranties, covenants, and agreements of the "CLOSING")Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or at such date before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Purchasers option is being exercised, and the Company may agree upontime and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of delivery against payment being herein referred the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to as the "CLOSING DATE." In the event that order of the Company is delisted from at the NASDAQ Small Cap Market andoffices of J.P. Turner & Company, thereforeL.L.C., shareholder approval is not required5445 DTC Parkway, thenSuite 940, subject Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8(b)10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing shall take place two trading for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company commences trading shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the OTC Bulletin Board or similar market. No later than three (3) days after completion part of the ClosingCompany to any non-defaulting Underwriter, except the Company agrees shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to pay the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to MAG a Due Diligence fee of $160,000, payable the Company or to the remaining non-defaulting Underwriters for damages occasioned by wire transfer of immediately available funds to an account of MAG previously designated by it in writingits default hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell [ ] of the Firm Shares to the PurchasersUnderwriters and the Underwriters, severally and Purchasers not jointly, agree to purchase from the Company, 30,000 Shares at a purchase price per share of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration$ , the Purchasers and MAG will receive Warrants number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Shares and the Warrants shall be made at the offices of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b9 hereof. (b) Delivery of the Firm Shares to the Underwriters shall be made, against payment of the purchase price therefor, at the offices of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on , 2005, or at such other time as shall be agreed upon by the Underwriters and the Company. The time and date of such delivery and payment are herein called the "Closing Date." On the Closing Date, one or more Firm Shares in definitive global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York ("DTC"), having an aggregate amount corresponding to the Closing aggregate principal amount of the Shares sold to the Underwriters (the "Global Shares") shall take place two trading days after be delivered by the Company commences trading on to Ladenburg Xxxxxxxx & Co. Inc. ("Ladenburg"), as agent for the OTC Bulletin Board or similar market. No later than three (3) days after completion Underwriters, against payment by the Underwriters of the Closingpurchase price therefor, the Company agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately available transfer, in same-day funds to an account of MAG previously designated by it the Company, provided that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such wire transfer. The Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to [ ] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in writing.Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company from Ladenburg on behalf of the