Common use of The Offer Clause in Contracts

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer to

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1Article VI, Purchaser shall amendMerger Sub shall, and Purchaser Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to amendbe disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to Purchase cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date hereofand time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, but or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in no event whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as defined the parties may agree, in Rule 14d-1(g)(3) order to permit the satisfaction of the Securities Exchange Act of 1934Offer Conditions, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")ii) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer to remain open for a any period through March 16required by any rule, 2007 (regulation, interpretation or position of the "EXPIRATION DATE"), unless extended pursuant SEC or its staff applicable to the terms Offer or necessary to resolve any comments of this Agreement. The obligation of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to accept extend the Offer for payment and up to pay for any Shares validly tendered and not withdrawn two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (orthen-effective Expiration Date; provided that, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: clauses (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto), Merger Sub shall consummate not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with its terms and accept Article VI, prior to the acceptance for payment and pay for all of Shares tendered in the Offer, Merger Sub shall, and not withdrawn Parent shall cause Merger Sub to, promptly following the acceptance return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares for payment pursuant to the Offerregistered holders thereof. The Offer Merger Sub shall be made by means of not withdraw the Offer tounless this Agreement has been terminated in accordance with Article VI.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.18.01 and provided, Purchaser shall amendfurther, that the Company is prepared in accordance with Section 1.02(a) to file with the SEC, and Purchaser to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9 on the same date as Merger Sub commences the Offer, subject to the terms and conditions of this Agreement, as promptly as practicable (but in no event earlier than ten business days after the date of this Agreement or later than twelve business days after the date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”)) the Offer at the Offer Price. The obligations of Merger Sub to, and of Parent to amendcause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver of the conditions set forth in Exhibit A hereto (as they may be amended from time to time in accordance with this Agreement, the “Offer to Purchase as soon as practicable after Conditions”). The initial expiration date of the Offer shall be at the time that is one minute following 11:59 p.m., Eastern time, on the date hereof, but in no event later than five (5) that is 20 business days (as defined in determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"“Exchange Act”)) from after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (such time, or such subsequent time to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Time,” and such date, or such subsequent date to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Date”). Merger Sub expressly reserves the right to waive, in its sole discretion, in whole or in part, any Offer Condition or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable pursuant to the Offer, (iii) waive, amend or modify the Minimum Tender Condition or the Termination Condition, (iv) add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), terminate, or extend or otherwise amend or modify the Expiration Time (vi) otherwise amend or modify any terms of the Offer in any manner adverse to the holders of Company Common Stock or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, (A) extend the Offer for one or more consecutive increments of not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company), if at the otherwise scheduled Expiration Time of the Offer any of the Offer Conditions shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived; provided that if at the otherwise scheduled Expiration Time of the Offer, each Offer Condition (other than the Minimum Tender Condition and the Offer Condition in clause (v) of Exhibit A (which only need to be capable of being satisfied)) shall have been satisfied or waived, neither Merger Sub nor Parent shall have any obligation to (but Merger Sub and Parent may elect to, and if so requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to) extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Parent), but not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company); provided, further, that the Company shall not request Merger Sub to, and neither Merger Sub nor Parent shall have any obligation to, extend the Offer in the circumstances described in the foregoing proviso on more than two occasions and (B) extend the Offer for the minimum period required by any rule, regulation or interpretation or position of the SEC or the staff thereof or the New York Stock Exchange (the “NYSE”) or the staff thereof applicable to the Offer; provided that in no circumstances shall Parent and Merger Sub shall not be required to extend the Offer beyond the Outside Date. On the terms and subject only to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as promptly as practicable after the Expiration Date (which shall be the next business day (determined using Rule 14d-1(g)(3) under the Exchange Act) after the Expiration Date absent extenuating circumstances) and, in any event, no more than three business days after the Expiration Date. The time at which Merger Sub first irrevocably accepts for purchase the shares of Company Common Stock tendered in the Offer is referred to as the “Offer Closing Time.” The Offer may not be terminated or withdrawn prior to its Expiration Date (as extended and re-extended in accordance with this Section 1.01(a)), unless this Agreement is validly terminated in accordance with Section 8.01. If this Agreement is validly terminated in accordance with Section 8.01, Merger Sub shall promptly terminate the Offer and return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. Nothing contained in this Section 1.01(a) shall affect any termination rights set forth in Section 8.01. (b) As promptly as reasonably practicable on the date of this Agreementcommencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to reflect the Offer, which shall include an offer to purchase and a related letter of transmittal and summary advertisement containing the terms set forth in this AgreementAgreement and Exhibit A hereto (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the Minimum Condition “Offer Documents”) and (ii) disseminate the other conditions Offer Documents to the holders of Company Common Stock as and to the extent required by applicable U.S. federal securities Law. The Company shall furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in Annex A hereto the Offer Documents. Each of Parent, Merger Sub and other related terms the Company shall promptly correct any information provided by it for use in the Offer Documents if and Purchaser to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to remain open for a period through March 16, 2007 (be filed with the "EXPIRATION DATE"), unless extended pursuant SEC and disseminated to the terms holders of this AgreementCompany Common Stock, in each case as and to the extent required by applicable Law. The obligation of Parent and Merger Sub to accept for payment shall provide the Company and to pay for its counsel with copies of any Shares validly tendered written comments, and not withdrawn prior to shall inform the expiration Company and its counsel of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (orany oral comments, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by PurchaserParent, Merger Sub or any affiliates thereof, represents at least a majority of their counsel may receive from the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior satisfaction of to the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions filing of the Offer set forth in Annex A heretoDocuments (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall consummate (x) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (y) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following Documents. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the acceptance funds necessary to purchase any shares of Shares for payment Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. The . (d) Without limiting the other provisions of this Agreement, if, between the date of this Agreement and the Offer Closing Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price shall be made by means of the Offer toappropriately adjusted.

The Offer. (a) Promptly following Subject to the execution and delivery provisions of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (promptly as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as practicable after the date hereofpracticable, but in no event later than five (5) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined in Rule 14d-1(g)(3herein) of the Securities Exchange Act of 1934, as amended (together with and the rules and regulations promulgated thereunderthereunder and the Offer Documents, the "EXCHANGE ACT")) from on the date first published, sent or given to the holders of this Agreementshares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to reflect state any material fact required to be stated therein or necessary in order to make the terms set forth statements therein, in this Agreementlight of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Minimum Condition Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other conditions set forth Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in Annex A hereto each case as and other related terms to the extent required by applicable federal securities laws. Seller and Purchaser its counsel shall be given reasonable opportunity to review and Merger Sub shall cause comment upon the Offer Documents prior to remain open for a period through March 16, 2007 (their filing with the "EXPIRATION DATE"), unless extended pursuant SEC or dissemination to the terms holders of this AgreementSeller Common Stock. The obligation of Merger Sub Buyer agrees to accept for payment cause Newco to provide Seller and to pay for its counsel any Shares validly tendered and not withdrawn prior comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the expiration Offer Documents promptly after the receipt of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer tosuch comments.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.17.1 hereof and no event set forth in Annex I hereto shall have occurred and be existing, Purchaser shall amend, and Purchaser Parent shall cause Merger Sub to amendcommence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act")) the Offer to Purchase as soon promptly as practicable after the date hereofpracticable, but in no event later than five (5) business days following the public announcement of this Agreement; provided, however, that Parent may designate another direct subsidiary of Parent as the bidder (as defined in within the meaning of Rule 14d-1(g)(314d-1(c) of under the Securities Exchange Act of 1934Act) in the Offer, in which case references herein to Merger Sub shall be deemed to apply to such subsidiary, as amended (together with appropriate. The obligation of Parent to cause Merger Sub to accept for payment any Shares tendered shall be subject to the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date satisfaction of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other only those conditions set forth in Annex A I hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATEOffer Conditions"). The Per Share Amount shall be net to each seller in cash, unless extended subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such seller. The Company agrees that no Shares held by the Company shall be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, Parent shall not permit Merger Sub to (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I hereto) or (iv) impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Shares, provided that nothing herein shall prohibit any waiver of any condition or term of the Offer (other than the Minimum Condition) or any other action permitted hereby. Upon the terms and subject to the conditions of this Agreement. The obligation of the Offer, Parent shall cause Merger Sub to accept for payment and to pay for any purchase, as soon as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. It is agreed that the Offer (as it Conditions are for the benefit of Merger Sub and may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver asserted by Purchaser or Merger Sub) Sub regardless of the following conditions: circumstances giving rise to any such condition (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with except for any shares of Common Stock then owned action or inaction by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser Parent or Merger Sub constituting a breach of the other conditions of the Offer set forth in Annex A heretothis Agreement) or, Merger Sub shall consummate the Offer in accordance except with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant respect to the Offer. Minimum Condition, may be waived by Merger Sub, in whole or in part at any time and from time to time, in its sole discretion. (c) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. On the date the Offer tois commenced, Parent and Merger Sub shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer that shall contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein as the "Offer Documents") and shall mail the Offer to Purchase to the holders of the Shares. Parent and Merger Sub agree promptly to correct the Schedule 14D-1 if and to the extent it shall become false and misleading in any material respect (and the Company, with respect to written information supplied by it specifically for use in the Schedule 14D-1, shall promptly notify Parent and Merger Sub of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-1 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Merger Sub shall take all steps necessary to cause the Schedule 14D- 1 as so corrected to be filed with the SEC and disseminated to the Company's stockholders to the extent required by applicable Laws, including federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC. In addition, Parent and Merger Sub agree to provide the Company and its counsel in writing with any comments or other communications that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications. (d) The Offer to Purchase shall provide for an initial expiration date for the Offer (the "Expiration Date") of 20 business days (as defined in Rule 14d-1 under the Securities Exchange Act) from the date of commencement of the Offer. Parent and Merger Sub agree that they shall not terminate or withdraw the Offer or extend the Expiration Date unless at the Expiration Date any of the Offer Conditions shall not have been satisfied or earlier waived. Notwithstanding the foregoing, Merger Sub may (i) extend the Expiration Date (including as it may be extended) for up to ten business days in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC and (ii) extend the initial Expiration Date (including as it may be extended) for up to ten business days, notwithstanding that on such Expiration Date the Offer Conditions shall have been satisfied or waived, if the number of Shares that have been validly tendered and not withdrawn represents more than 50 percent but less than 90 percent of the then issued and outstanding Shares.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend8.1 and the Company is prepared in accordance with Section 2.2(a) to file with the SEC, and Purchaser shall cause to disseminate to the Company’s stockholders, the Schedule 14D-9 on the same date as the Merger Sub to amendcommences the Offer, the Offer to Purchase as soon promptly as practicable after the date hereof, (but in no event later than five ten Business Days) after the date hereof, Merger Sub shall, and Parent shall cause Merger Sub to, commence (5within the meaning of Rule 14d-2 under the Exchange Act), the Offer. (b) business days The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject to the terms and the satisfaction or waiver (as defined provided in Rule 14d-1(g)(3Section 2.1(c)) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related I (the “Offer Conditions”). On the terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant subject to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A heretoand this Agreement, Merger Sub shall, and Parent shall consummate the Offer in accordance with its terms and cause Merger Sub to, accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) promptly following (and in any event within one Business Day with respect to acceptance and three Business Days with respect to payment (in each case, calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)) on or after the Expiration Date. The acceptance for payment of Shares pursuant to and subject to the Offer Conditions is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on a timely basis funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer. (c) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions other than the Minimum Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided that Parent and Merger Sub shall not waive, modify or amend the Minimum Condition and, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer; (ii) decrease the maximum number of Shares subject to or sought to be purchased in the Offer; (iii) impose conditions on the Offer in addition to the Offer Conditions or amend, modify or supplement any condition in a manner adverse to the Company’s stockholders; (iv) amend any other term of the Offer in a manner that is materially adverse to the Company’s stockholders or (v) extend or otherwise change the Expiration Date except as required or permitted by Section 2.1(e). The Offer may not be terminated prior to the Expiration Date, unless this Agreement is terminated or withdrawn in accordance with Section 8.1. (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made made, together with any supplements or amendments thereto, the “Offer Documents”) and Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any exhibits, amendments or supplements thereto, the “Schedule 13E-3” and such Schedule 13E-3 filed by means the Parent and Merger Sub, the “Parent Schedule 13E-3”) and (ii) cause the Offer Documents and the Parent Schedule 13E-3 and related documents to be disseminated to the Company’s stockholders to the extent required by applicable Law. The Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents and the Parent Schedule 13E-3. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents and the Parent Schedule 13E-3 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Company’s Subsidiaries and the Company’s stockholders that may be required to be set forth in the Offer Documents or the Parent Schedule 13E-3 or otherwise required in connection with any action contemplated by this Section 2.1(d). Each of the Parties agrees to promptly correct any information provided by it for use in the Offer Documents or the Parent Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents and the Parent Schedule 13E-3 as so corrected to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its outside counsel with any comments (including a summary of any oral comments) that Parent, Merger Sub or their outside counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents or the Parent Schedule 13E-3 promptly after receipt of such comments. Prior to the filing of the Offer Documents or the Parent Schedule 13E-3 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents, Parent Schedule 13E-3 or response, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable efforts to respond promptly to any such SEC comments. (e) Unless extended or earlier terminated pursuant to and in accordance with the terms of this Agreement, the Offer shall remain open until 5:00 p.m., New York City time, on the 20th business day (for purposes of this Section 2.1(e), calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Agreement or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) if on the then-effective Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied or waived by Parent or Merger Sub if permitted hereunder, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions in consecutive increments of not more than ten Business Days each, or for such longer period as the parties may agree in writing in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Conditions, other than the Minimum Condition) and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or NASDAQ or its staff; provided, however, in the case of clause (i) above and notwithstanding anything to the contrary in such provision, if on the then-effective Expiration Date, the Minimum Condition has not been satisfied and a Change in Recommendation has occurred prior to the then-effective Expiration Date and remains in effect, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer by only one period of no more than ten Business Days (the “Limited Extension”); and, provided, further, that Merger Sub shall not in any event be required to extend the Offer beyond the date on which this Agreement is terminated in accordance with Section 8.1. In the event that this Agreement is validly terminated pursuant to Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, (i) promptly (and in any event within 24 hours of such termination), irrevocably and unconditionally terminate the Offer, (ii) not acquire any Shares pursuant to the Offer and (iii) cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all Tendered Shares to the registered holders thereof.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall has not have been terminated in accordance with Section 7.18.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as reasonably practicable after the date hereof, (but in no event later than five ten (510) business days days) after the date hereof, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Offer Conditions, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Time (and in any event within one (1) business day (calculated as defined set forth in Rule 14d-1(g)(3) under the Exchange Act)), accept for payment all such Shares validly tendered pursuant to the Offer and not withdrawn (the date and time of the Securities first acceptance for payment, the “Acceptance Time”) and promptly thereafter pay for such Shares. (b) The Offer shall initially be scheduled to expire at midnight (Eastern time) on the date that is twenty (20) business days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act of 1934Act) (the latest time as the Offer may expire, as amended (together with it may be extended pursuant to this Section 1.1, shall be referred to as the rules and regulations promulgated thereunder“Expiration Time”). If on or prior to any then scheduled Expiration Time, all of the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto I (collectively, the “Offer Conditions”) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and other related terms and Purchaser and Merger Sub Parent shall cause Purchaser to) extend the Offer for successive periods of up to remain open for a period through March 16, 2007 ten (10) business days each (the "EXPIRATION DATE"), unless extended pursuant length of such period to be determined in good faith by Parent and the terms Company) until the earlier of (x) the date on which all of the Offer Conditions are satisfied or waived or (y) the date on which this AgreementAgreement is terminated in accordance with Section 8.1. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and Offer may not be terminated or withdrawn prior to the expiration Expiration Time, unless this Agreement is terminated in accordance with Section 8.1. In the event this Agreement is terminated pursuant to Section 8.1, Parent shall cause Purchaser to promptly (and in any event within one (1) business day of such termination) irrevocably and unconditionally terminate the Offer. (c) Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of the Company, neither Parent nor Purchaser shall: (as it may be extended i) change the form of consideration payable in accordance with the requirements Offer, decrease the Offer Price or decrease the number of this Section 1.1(b)) shall be Shares subject only to or sought pursuant to the satisfaction (or, in the case of clause Offer; (ii) belowextend the Expiration Time, the satisfaction except as required by this Agreement or waiver Applicable Law (including for any period required by Purchaser any rule, regulation, interpretation or Merger Sub) position of the following conditions: SEC or its staff); (iiii) there being validly tendered and not withdrawn prior waive or amend the Minimum Condition; (iv) impose any condition to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions not set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum I; or (v) otherwise amend, modify or supplement any Offer Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions any term of the Offer set forth in Annex A heretothis Agreement or in the Offer Documents in a manner adverse to the Company’s shareholders. (d) Purchaser may, Merger Sub shall consummate without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its terms and accept acceptance for payment of Shares in the Offer (a “Subsequent Offering Period”). (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements, amendments and exhibits thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to the Company’s shareholders as and to the extent required by the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). Each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Law or any applicable rules or regulations of NASDAQ. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Subject to an Adverse Change Recommendation being made by the Company pursuant to Section 5.4 prior to the time the Offer Documents are disseminated to the Company’s shareholders, the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents; provided, in the event an Adverse Change Recommendation is made by the Company pursuant to Section 5.4 following the time the Offer Documents are disseminated to the Company’s shareholders, each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents to correct such information and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, as applicable. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for all any Shares tendered and not withdrawn promptly following the acceptance of Shares for payment that Purchaser becomes obligated to purchase pursuant to the OfferOffer and shall cause Purchaser to fulfill its obligations under this Agreement. The Offer Parent shall, and shall be made ensure that all of its Affiliates, either (i) tender Shares held by means of them, if any, into the Offer toor (ii) transfer such Shares to Purchaser prior to the Acceptance Time.

The Offer. (a) Promptly following Parent shall cause Merger Sub to, and Merger Sub shall, commence (within the execution and delivery meaning of Rule 14d-2 under the Exchange Act) the Offer as soon as reasonably practicable after the date of this Agreement, Purchaser but in no event later than the 15th Business Day after the date of this Agreement. Notwithstanding the foregoing, Merger Sub shall amendnot be required to commence the Offer if the Company shall not be prepared to file with the SEC immediately following commencement of the Offer, and Purchaser to disseminate to holders of Shares, the Schedule 14D-9. The date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date.” In the Offer, each Share accepted by Merger Sub in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 2.1(e), be exchanged for the right to receive the Offer Consideration. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to amendto, the Existing Offer to increase the purchase price (x) accept for the Offer to $13.50 per Share exchange all Shares validly tendered (such amount or any greater amount per Share paid and not withdrawn) pursuant to the Offer being hereinafter referred as soon as practicable after Merger Sub is permitted to as the "OFFER PRICE"), subject to do so under applicable Laws (and in any applicable withholding for Taxes (as such term is defined event in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock compliance with Rule 14e-1(c) of the Company Exchange Act) and ("RESTRICTED STOCK"y) may be tendered in deliver the Offer and be acquired by Merger Sub Consideration in exchange for each Share accepted for exchange pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment exchange (and the obligation of Parent to pay cause Merger Sub to accept for any exchange) Shares validly tendered (and not withdrawn prior withdrawn) pursuant to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction conditions set forth in Annex II (orthe “Offer Conditions”). (c) Merger Sub expressly reserves the right, in its sole discretion, to (i) increase the case of clause Offer Consideration and (ii) belowwaive or make any other changes to the terms and conditions of the Offer; provided, however, that without the satisfaction prior written consent of the Company: (A) the Minimum Tender Condition or waiver by Purchaser any of the conditions set forth in clauses (d) or Merger Sub(e) of Annex II may not be amended or waived; and (B) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) decreases any component of the Offer Consideration, (3) decreases the aggregate number of Shares to be purchased by Merger Sub in the Offer, (4) imposes conditions to the Offer in addition to the Offer Conditions or modifies the existing Offer Conditions in a manner adverse to the stockholders of the Company, or (5) except as provided in Section 1.1(d), extends the expiration time of the Offer beyond the initial expiration time of the Offer. (d) The Offer shall initially be scheduled to expire twenty (20) Business Days following conditionsthe Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (the “Initial Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 7.1, (i) if, at the time as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, for additional successive periods of up to ten (10) Business Days per extension (with the length of such periods to be determined by Parent), until all Offer Conditions are satisfied or validly waived in order to permit the Acceptance Time to occur; provided, however, that in no event shall Merger Sub or Parent be required or permitted, except to the extent consented to by the Company, to extend the Offer to a date later than the Outside Date; and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period required by any rule, regulation, interpretation or position of the SEC or the staff of the SEC applicable to the Offer; provided, however that in no event shall Merger Sub or Parent be required or permitted, except to the extent consented to by the Company, to extend the Offer to a date later than the Outside Date. For the avoidance of doubt, if, at any Expiration Date, all of the Offer Conditions have been satisfied or waived in writing by Parent and this Agreement has not otherwise been terminated in accordance with its terms Merger Sub shall (and Parent shall cause Merger Sub to) promptly accept for exchange, and deliver the Offer Consideration for, all Shares validly tendered and not validly withdrawn pursuant to the Offer in accordance with this Agreement. (e) As soon as reasonably practicable after the date of this Agreement, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer (the “Registration Statement”). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) under the Exchange Act (the “Preliminary Prospectus”). On the Offer Commencement Date, Parent and Merger Sub shall: (i) there being validly tendered and not withdrawn prior cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the expiration Offer (together with all amendments and supplements thereto, the “Schedule TO”), which will contain or incorporate by reference the Preliminary Prospectus and forms of the related letter of transmittal and summary advertisement (such Tender Offer that number of shares of Common Stock whichStatement on Schedule TO and all exhibits, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of amendments and supplements thereto being referred to collectively in this Agreement as the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"“Offer Documents”); and (ii) cause the other conditions set forth in Annex A hereto. Subject Offer Documents to be disseminated to holders of Shares to the extent required by applicable Laws. Parent and Merger Sub shall cause the Registration Statement and the Offer Documents and the filing and dissemination thereof to comply in all material respects with the applicable Laws. The Company and its counsel shall be given reasonable opportunity to review and comment on the Registration Statement and the Offer Documents (including all amendments and supplements thereto) prior satisfaction to the filing thereof with the SEC, and Parent and Merger Sub shall consider and incorporate any such comments as Parent, Merger Sub and their counsel deem appropriate. Parent and Merger Sub shall promptly provide the Company and its counsel with a copy of any written comments and a description of any oral comments received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Registration Statement or the Offer Documents. Each of Parent and Merger Sub shall use reasonable best efforts to respond promptly to any comments of the Minimum Condition SEC or its staff with respect to the Registration Statement, the Offer Documents or the Offer. To the extent required by the applicable Laws, (1) each of Parent, Merger Sub and the satisfaction Company shall use reasonable best efforts to correct promptly any information provided by it for use in the Registration Statement or waiver by Purchaser the Offer Documents to the extent that it becomes aware that such information shall have become false or misleading in any material respect and (2) Parent and Merger Sub shall take all steps necessary to promptly cause the Registration Statement and the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of Shares. The Company shall promptly furnish to Parent and Merger Sub all information concerning the other conditions Company and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). Parent shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as possible after its filing and to maintain its effectiveness for so long as shall be required for the issuance of Parent Common Stock pursuant to the Offer and the Merger. Following the time the Registration Statement is declared effective, Parent shall file the final prospectus included therein under Rule 424(b) under the Securities Act. (f) Neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer set forth unless this Agreement is validly terminated in Annex A heretoaccordance with this Agreement, in which case Merger Sub shall consummate (and Parent shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance no event more than one (1) Business Day) after such termination of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer tothis Agreement.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, Article VII and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) none of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions events set forth in Annex A hereto (the “Tender Offer Conditions”) shall have occurred and other related terms and Purchaser and Merger Sub be existing, as promptly as practicable after public announcement of this Agreement, Parent shall cause Sub to commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment acquire any and to pay for any all Shares validly tendered and not withdrawn prior to the expiration of at the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A heretoPrice. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of subject to the other conditions of the Tender Offer set forth in Annex A Conditions hereto, Merger Sub shall use all reasonable efforts to consummate the Offer in accordance with its terms and to accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the OfferOffer as soon as Sub is legally permitted to do so under applicable Law. With respect to such Shares, the Offer Price shall be net to the seller thereof in cash, subject to reduction for any applicable state, federal or foreign withholding or transfer taxes and otherwise subject to the terms and conditions of this Agreement. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) and shall be subject to the Minimum Condition and the other Tender Offer Conditions and shall reflect, as appropriate, the other terms set forth in this Agreement. The obligation of Sub to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the satisfaction of the Tender Offer Conditions. Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares subject to the Offer, (iv) waive the Minimum Condition, (v) modify or add conditions to the Tender Offer Conditions which otherwise adversely affect the holders of the Shares, or (vi) except as provided in Section 1.1(b), extend the Offer. The Offer shall remain open until 5:00 p.m., New York City time, on the day immediately following the twentieth business day (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer, unless Sub shall have extended the period of time for which the Offer is open, in accordance with Section 1.1(b) or as may be required by applicable Law. (b) If on the scheduled expiration date of the Offer (or as such date may be extended pursuant to this Section 1.1(b)), all conditions to the Offer have not been satisfied or waived, Sub may, from time to time, in its sole discretion, extend the expiration date of the Offer; provided, however, that Sub may only extend the Offer for a period not to exceed ten business days (a “Ten Day Extension”) and that Sub may not make more than three Ten Day Extensions without the prior consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. If, immediately prior to the expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer constitute less than 90% of the outstanding Shares (on a fully diluted basis), Sub may extend the Offer, on one or more occasions, for an aggregate period of not more than ten business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer; provided, however, that Sub may not extend the Offer pursuant to this sentence beyond September 15, 2003. In addition, Sub may extend the Offer for any reason for up to two business days; provided that no more than three such extensions are permitted and provided further that if all the conditions to the Offer have been met as of the expiration of the Offer, Sub may not extend the Offer pursuant to this sentence beyond September 15, 2003. Sub may, but shall not have the obligation to, increase the amount it offers to pay per Share in the Offer, and the Offer may be extended to the extent required by Law in connection with such increase, in each case without the consent of the Company. Following expiration of the Offer, Sub may, but is not obligated to, make available a subsequent offering period in accordance with the Exchange Act. (c) On the date the Offer is commenced, Parent and Sub shall file with the Securities and Exchange Commission (the “Commission”) a Tender Offer Statement on Schedule TO (the “Schedule TO”) and all other necessary documents and make all deliveries, mailings and telephone notices required by Rule 14d-3 under the Exchange Act with respect to the Offer. The Schedule TO will include, as exhibits, the Offer to Purchase, a form of letter of transmittal and any other documents required by the Exchange Act. The Schedule TO together with all exhibits thereto and any amendments or supplements thereto are hereinafter referred to collectively as the “Offer Documents.” Each of Parent and Sub, on the one hand, and the Company, on the other, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Commission and to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review and suggest comments to the Offer Documents before they are filed with the Commission. In addition, Parent and Sub agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Sub may receive from time to time from the Commission or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications and shall give the Company and its counsel the opportunity to review and suggest comments to any such communications. (d) Parent and Sub will take all steps necessary to cause the Offer Documents to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (e) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to purchase any Shares that Sub becomes obligated to purchase pursuant to the Offer. Sub shall, and Parent shall cause Sub to, pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Promptly following Upon the execution terms and delivery subject to the conditions of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable after the date hereof, (but in no event later than five (5seven Business Days) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from after the date of this Agreement, Purchaser shall, and Parent shall cause Purchaser to, file with Securities and Exchange Commission (the “SEC”) amended Offer Documents, reflecting the offer to reflect purchase all of the terms Shares at the Offer Price, and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by federal securities Laws. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). (i) The expiration date of the Offer pursuant to the amended Offer Documents shall be 5:00 p.m., New York City time, on the 15th business day following the filing of the amended Offer Documents pursuant to Section 1.1(a) (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act of 1934 (the “Exchange Act”)) (the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Purchaser expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (A) reduce the number of shares of Company Common Stock subject to the Offer, (B) reduce the Offer Price or change the form of consideration payable in the Offer, (C) change, modify or waive the Minimum Tender Condition, (D) add to the Offer Conditions or make any condition to the Offer more difficult to satisfy, (E) extend the Expiration Date other than in accordance with this Agreement or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (F) otherwise amend the Offer in a manner adverse to the holders of Shares generally. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 8.1. If this Agreement is terminated pursuant to Section 8.1, Purchaser shall, and Parent shall cause Purchaser to, promptly (and in any event within 24 hours following such termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Section 8.1 prior to the acceptance for payment and payment for Shares in the Offer, Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (ii) Parent and Purchaser agree that if on any scheduled Expiration Date of the Offer, any of the Offer Conditions (including the Minimum Tender Condition and the other conditions Offer Conditions set forth in Annex A hereto Exhibit A) is not satisfied or, in Purchaser’s sole discretion, waived (if such condition is permitted to be waived pursuant to this Agreement and other related terms applicable Law), then Purchaser shall, and Purchaser and Merger Sub Parent shall cause Purchaser to, extend the Offer for successive periods of time of up to remain open ten Business Days (the length of such periods to be determined by Parent, in its sole discretion) or such number of Business Days as the parties may agree in order to permit the satisfaction of such conditions; provided, however, that if the sole then unsatisfied condition is the Minimum Tender Condition, Purchaser shall so extend the Offer if and only if the Company shall have delivered to Purchaser a written request that Purchaser so extend the Offer; provided further, that if the Antitrust Condition shall have been satisfied less than five business days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act), no such consent of the Company shall be required for Parent to extend the Offer for a period through March 16, 2007 of up to five business days (the "EXPIRATION DATE"), unless extended as determined pursuant to Rule 14d-1(g)(3) of the terms of Exchange Act). Notwithstanding the foregoing, in no event shall Purchaser be required to (1) extend the Offer beyond the Outside Date or (2) extend the Offer at any time that Parent or Purchaser is permitted to terminate this AgreementAgreement pursuant to Article VIII. The obligation of Merger Sub to accept for payment In addition, Purchaser shall, and to pay for any Shares validly tendered and not withdrawn prior to the expiration of Parent shall cause Purchaser to, extend the Offer (as it may be extended in accordance with i) for any period or periods required by applicable Law, including applicable rules, regulations, interpretations or positions of the requirements SEC or its staff, or rules of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause any securities exchange and (ii) belowfor a period of five business days (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) following the then scheduled Expiration Date if, within the five business day (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) period prior to such Expiration Date, the Company Board shall have provided Parent notice pursuant to Section 6.5(b) or Section 6.5(d) of its intention to make a Change in Company Recommendation or otherwise terminate the Agreement as provided in Section 6.5(b). (iii) Subject to the satisfaction or waiver (to the extent permitted by this Agreement and applicable Law) by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number Conditions as of shares of Common Stock whichany scheduled Expiration Date, together with any shares of Common Stock then owned by PurchaserPurchaser shall, Merger Sub or any affiliates thereofand Parent shall cause Purchaser to, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for (subject to any withholding of tax pursuant to Section 1.1(d)) all Shares validly tendered and not validly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means promptly after the expiration of the Offer toon such Expiration Date. Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer upon the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. (b) The Offer Documents shall comply in all material respects with the applicable provisions of the Exchange Act and other federal securities Laws. Each of Parent, Purchaser and the Company shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the stockholders of the Company, in each case as soon as reasonably practicable and as and to the extent required by applicable federal securities Laws. Parent and Purchaser shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence and summaries of all material oral communications between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of any Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Purchaser shall give reasonable consideration to any such comments. In the event that Parent or Purchaser receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the consideration necessary to pay for any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser to fulfill all of Purchaser’s obligations under this Agreement. (d) At or prior to the Effective Time, Parent shall engage a nationally-recognized financial institution reasonably satisfactory to the Company to act as paying agent in connection with the Offer and the Merger (the “Paying Agent”). Parent, Purchaser or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of Shares such amounts as Parent, Purchaser or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state or local Tax Law. To the extent that amounts are so withheld and paid over by Parent, Purchaser or the Paying Agent to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent, Purchaser or the Paying Agent.

The Offer. (a) Promptly following Subject to the execution terms and delivery of conditions set forth in this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (promptly as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as reasonably practicable after the date hereofof this Agreement, but in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from Business Days after the date of this Agreement, Merger Sub shall (and Parent shall cause Merger Sub to) commence the Offer, within the meaning of the applicable rules and regulations of the SEC, to reflect purchase any and all outstanding Shares at a price equal to the terms set forth in this AgreementOffer Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment, and pay for, Shares tendered pursuant to the Minimum Condition and Offer are subject only to the other satisfaction or waiver of each of the conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATEOffer Conditions"), unless extended pursuant to . (b) The initial expiration date of the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to Offer shall be the expiration twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rules 14d-1(g)(3) and 14d-2). Notwithstanding the foregoing, if, on the initial expiration date or any subsequent date as it may be extended in accordance with of which the requirements of this Section 1.1(b)) shall be subject only Offer is scheduled to the satisfaction (orexpire, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) all of the following conditions: Offer Conditions have not been satisfied or waived, then Merger Sub shall extend (and re-extend) the Offer and its expiration date beyond the initial expiration date or such other date for one or more periods, until the earlier to occur of (i) there being validly tendered and not withdrawn prior to the expiration a date as of which all of the Offer that number of shares of Common Stock whichConditions, together with any shares of Common Stock then owned by Purchaserincluding the Minimum Tender Condition, Merger Sub are satisfied or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); waived and (ii) the other conditions set forth Walk Away Date; provided that any such extension shall be in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver increments determined by Purchaser or Merger Sub of the other conditions of not more than ten (10) Business Days, and in no event shall the Offer set forth in Annex A heretoextend beyond the Walk Away Date. Notwithstanding the foregoing, Merger Sub shall, and Parent shall consummate cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by any other Law. The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with its terms this Agreement), unless this Agreement is validly terminated in accordance with Article 8. Nothing in this Section 1.1(b) shall affect any termination rights in Article 8; and in the event of any conflict between the provisions of this Section 1.1(b) and Article 8, Article 8 shall be controlling. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means as promptly as practicable following the later of: (i) the earliest date as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the Offer Conditions shall have been satisfied or waived. (d) Merger Sub may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (each a "Subsequent Offering Period") following the Acceptance Time if at the commencement of any Subsequent Offering Period (or extension thereof) the number of Shares owned by Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries (including any Shares beneficially owned by any of the foregoing) represent less than 90% of the then outstanding number of Shares. If immediately following the Acceptance Time, Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries own more than 80% but less than 90% of the Shares outstanding at that time (which shall include (i) shares beneficially owned by Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at or prior to the expiration of the Offer by Ultimate Parent, Parent, Merger Sub or their respective Subsidiaries, as the case may be, and (ii) shares tendered in the Offer and not withdrawn), to the extent requested by the Company, Merger Sub shall provide for a Subsequent Offering Period of at least ten (10) Business Days; provided, however, that Merger Sub shall not be required to provide for such Subsequent Offering Period if the number of Shares issuable upon the exercise of the Top-Up Option would, after giving effect to such exercise and when added to the number of Shares so owned by Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries, represent not less than 90% of the then outstanding number of Shares. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in any event in compliance with Rule 14d-11(c) promulgated under the Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any condition to the Offer, to increase the Offer Price and/or to modify the other terms of the Offer, except that, without the consent of the Company, Parent and Merger Sub shall not do any of the following: (i) reduce the number of Shares subject to the Offer; (ii) reduce the Offer Price; (iii) change or waive the Minimum Tender Condition; (iv) except as provided in Section 1.1(b) and Section 1.1(d), extend or otherwise change the expiration date of the Offer, except (A) as required by applicable Law (including for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof) or (B) in connection with an increase of at least $0.25 per share in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (v) change the form of consideration payable in the Offer; (vi) amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner adverse to holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions; or (vii) impose any condition to the Offer other than the Offer Conditions. (f) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall (i) contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, being referred to as the "Offer Documents") and (ii) be in form reasonably satisfactory to the Company. The Company shall promptly upon request of Parent provide Parent with all information concerning the Company that is required to be included in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of applicable U.S. federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, and not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent necessary such that the Offer Documents do not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares. Parent and Merger Sub shall provide to the Company and its counsel copies of any written comments or telephonic notification of any oral comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, shall consult with the Company and its counsel prior to responding to any such comments and shall provide the Company with copies of all written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel. (g) Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to any scheduled expiration date without the prior written consent of the Company in its sole and absolute discretion, except that in the event this Agreement is terminated pursuant to Section 8.1, Merger Sub shall promptly (and in any event within one (1) Business Day) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the purchase of Shares in the Offer, Merger Sub shall promptly return, or cause any depositary acting on behalf of Merger Sub to return, all tendered Shares to the tendering stockholders. (h) The Offer Price shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date of this Agreement and prior to the payment by Merger Sub for the Shares validly tendered and not withdrawn in connection with the Offer; provided, however, the provisions of this Section 1.1(h) are not authority for the Company to take any action referenced in Section 5.1(b), and in the event of any conflict between the provisions of Section 5.1(b) and this Section 1.1(h), the provision of Section 5.1(b) shall be controlling.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Article X and provided further that the Company is prepared (in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause 1.2) to file the Schedule 14D-9 on the same date as Merger Sub to amendcommences the Offer, the Offer to Purchase as soon promptly as practicable after the date hereofof this Agreement, but in no any event not later than five (5) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) 5 Business Days from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall (and Parent shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"Merger Sub to), unless extended pursuant if, and only if, this Agreement has been executed by the Company at or prior to 8:00 p.m., New York City time, on December 31, 2015, commence (within the terms meaning of this Agreement. Rule 14d-2 under the Exchange Act) the Offer. (b) The obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and to pay for any Shares validly tendered and not validly withdrawn prior pursuant to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditionsto: (i) there being validly tendered in the Offer (and not withdrawn validly withdrawn) prior to the expiration of the Offer any then scheduled Expiration Time that number of shares of Common Stock Shares which, together with any shares of Common Stock then the Shares beneficially owned by PurchaserParent, Merger Sub or any affiliates thereofof their respective Subsidiaries or Affiliates, represents at least a majority of the total number Fully Diluted Shares as of shares of Common Stock outstanding on a fully-diluted basis immediately prior to the Expiration Time (the "MINIMUM CONDITION"“Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth on Exhibit A (together with the Minimum Condition, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, any Shares tendered in Annex A heretothe Offer pursuant to guaranteed delivery procedures shall be included only if such Shares have been delivered pursuant to such procedures. Subject to the prior satisfaction of the Minimum Condition and the satisfaction satisfaction, or waiver by Purchaser Parent or Merger Sub Sub, of the other conditions Offer Conditions as of the Offer set forth in Annex A heretoExpiration Time, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn promptly following the acceptance of Shares for payment pursuant to the OfferOffer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth on Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any Party from any obligation or liability such Party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, less any applicable Tax withholding. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not, and Parent shall not on Merger Sub’s behalf, (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth on Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the Company, (v) except as otherwise provided in this Section 1.1, extend or otherwise change the Expiration Time, or (vi) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholders of the Company. (d) Subject to the terms and conditions of this Agreement, unless the Offer is extended in accordance with this Agreement or the Parties shall otherwise agree, the Offer shall expire at midnight, New York City time, on the date that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (such time, or such subsequent time to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Time”). (e) Subject to the terms and conditions of this Agreement, unless this Agreement has been terminated in accordance with Article X, (i) Merger Sub may, and at the request of the Company shall (and Parent shall cause Merger Sub to), extend the Offer on one or more occasions for periods of up to 20 Business Days per extension (with the length of any such extension to be determined by Merger Sub (or Parent on its behalf) in its sole discretion) up to and including the Termination Date, if at any then-scheduled Expiration Time any Offer Condition has not been satisfied or waived and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period or periods if required by any Law applicable to the Offer; provided, however, that in no event shall Merger Sub be required to, nor shall Parent be required to cause Merger Sub to, extend the Offer beyond the Termination Date. (f) Following expiration of the Offer, Merger Sub (or Parent on its behalf) may, in its sole discretion, provide a subsequent offering period or one or more extensions thereof (a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act if, as of the commencement of such period, there shall not have been validly tendered (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), and not properly withdrawn pursuant to the Offer, that number of Shares necessary to permit the Merger to be effected without a meeting of shareholders of the Company in accordance with Section 321(d)(1)(ii) of the PBCL. Nothing contained in this Section 1.1 shall affect any termination rights in Article X. (g) Subject to the terms and conditions of this Agreement and the satisfaction or waiver of the Offer Conditions prior to the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, (i) promptly after the date of the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.1), accept for payment all Shares that have been validly tendered and not properly withdrawn pursuant to the Offer (such acceptance for payment of Shares following the satisfaction or waiver of the Offer Conditions as of the Expiration Time is referred to in this Agreement as the “Offer Closing”), which acceptance shall be by written notice to the Paying Agent, (ii) on the date of the Offer Closing, deposit or cause to be deposited with the Paying Agent cash in U.S. dollars sufficient to pay the aggregate Offer Price for such accepted Shares and (iii) cause the Paying Agent to pay the Offer Price (subject to any withholding of Taxes pursuant to Section 3.6) for all Shares so accepted as promptly as practicable after the Expiration Time. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any Shares that Merger Sub becomes obligated to accept for payment pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s obligations under this Agreement. (h) Merger Sub shall not terminate the Offer prior to any then-scheduled Expiration Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Article X. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or this Agreement is terminated pursuant to Article X, prior to the acceptance for payment of the Shares tendered in the Offer, Merger Sub shall, and shall cause any depository acting on behalf of Merger Sub to, promptly (and in any event within three Business Days) return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (i) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish in writing to Parent and Merger Sub all information concerning the Company and its Subsidiaries that may be required by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Parent and Merger Sub shall take all steps reasonably necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps reasonably necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.18.01, Purchaser shall amendMerger Sub shall, and Purchaser Parent shall cause Merger Sub to amendto, on or before the Offer to Purchase as soon as practicable date that is ten (10) Business Days after the date hereof, of the initial public announcement of this Agreement (but in no event later earlier than five (5) business days Business Days after the date of the initial public announcement of this Agreement), commence (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"“Exchange Act”)) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 Offer. (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. b) The obligation obligations of Merger Sub to, and of Parent to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, cause Merger Sub or any affiliates thereofto, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for any Shares pursuant to the Offer is subject to the terms and the satisfaction or waiver (as provided in Section 1.01(c) below) of the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement). On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn promptly following the acceptance of Shares for payment pursuant to the OfferOffer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined below) and in compliance with applicable Law (as defined below). The Offer shall be made by means acceptance for payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares, or (vi) extend the Expiration Date (as defined below) except as required or permitted by Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.01(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.01(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (10) Business Days (as defined below) (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined below). Nothing in this Section 1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall has not have been validly terminated in accordance with Section 7.18 of this Agreement, Purchaser shall amendMerger Sub will, and Purchaser shall Parent will cause Merger Sub to amendto, commence (within the Offer to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in meaning of Rule 14d-1(g)(3) of 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"“Exchange Act”)), the Offer no later than the tenth (10th) from business day following the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation obligations of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b1.1(a)) shall will be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A heretoII (each such condition, an “Offer Condition”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Parent and Merger Sub of the other conditions of the Offer set forth in Annex A heretoConditions, Merger Sub shall will consummate the Offer in accordance with its the terms of such Offer, and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to in accordance with the Offer. The Offer shall will be made by means an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions. Parent and Merger Sub shall cause the Acceptance Time to be 12:01 AM ET on the business day that immediately follows the Expiration Date. Parent and Merger Sub reserve the right to waive any of such conditions, to increase the Offer Price and to make any other changes in the Offer. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of Shares sought in the Offer, amend, modify or waive the Minimum Condition, impose additional conditions to, or amend, modify or waive the conditions in a manner adverse to any holder of Shares, or provide for a “subsequent offering period” in accordance with Rule 14d-11 promulgated under the Exchange Act, except as set forth below, in each case, without the prior written consent of the Company. Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8: (i) Merger Sub shall extend the Offer (A) for any extension period required by any rule, regulation or interpretation of the U.S. Securities and Exchange Commission (the “SEC”), its staff or the New York Stock Exchange (the “NYSE”), the Nasdaq Stock Market or their respective staffs, (B) for one or more extension periods of up to ten (10) business days per extension period (or a longer extension period approved by the Company), if, as of the applicable Expiration Date, either (I) any waiting period (and any extensions thereof) or any approvals or clearances applicable to the Offer or the consummation of the Merger in accordance with the HSR Act have not expired, been terminated or been obtained, as applicable or (II) any of the Offer toConditions set forth in Section 1 or Section 2 of Annex II hereof is not satisfied; and (C) for up to two (2) successive extension periods of ten (10) business days per extension period, if, at the applicable Expiration Date, (I) there has not been a Company Adverse Recommendation Change, (II) each Offer Condition other than the Minimum Condition is capable of being satisfied, and (III) the Minimum Condition is not satisfied; and (ii) Merger Sub, without the consent of the Company, may extend the Offer if, as of any Expiration Date, any Offer Condition is not satisfied and has not been irrevocably waived by Parent and Merger Sub in writing, for additional periods of up to ten (10) business days per extension period (or a longer extension period as may be approved in advance by the Company), to permit all of the Offer Conditions to be satisfied; provided, however, that in no event will Merger Sub be required to extend the Offer beyond the valid termination of this Agreement in compliance with Section 8. Merger Sub will not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8. In addition, in the event this Agreement is terminated in accordance with the terms of Section 8, Merger Sub will at such time irrevocably and unconditionally terminate the Offer. (b) On the date of commencement of the Offer, Parent and Merger Sub will file with the SEC, in accordance with Regulation M-A promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement and all information required by applicable Law (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents of the recommendation and the approval of the Company Board of Directors referenced in Section 3.3(b). Subject to the Company’s compliance in all material respects with Section 1.2(c), Parent and Merger Sub will take all actions necessary to cause the Offer Documents to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by Law. Parent, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information will have become false or misleading in any material respect or as otherwise required by Law. Parent and Merger Sub will take all actions necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by Law. The Company will be given a reasonable opportunity to review and comment on the Schedule TO and any amendment thereto before it is filed with the SEC, and Parent and Merger Sub will consider any such comments in good faith. In addition, Parent and Merger Sub will provide the Company with any comments, whether written or oral, that Parent, Merger Sub or their counsel may receive from time to time prior to the expiration or termination of the Offer, from the SEC or its staff with respect to the Offer Documents, promptly after receipt of such comments, and any written or oral responses thereto, and the Company will have the right to consult with Parent, Merger Sub and their counsel prior to responding to any such comments, either in written or oral form. (c) Subject to the terms and conditions of this Agreement, unless extended in accordance with the terms of this Agreement, the Offer shall expire at 12:00 midnight Eastern Time on the twentieth (20th) business day (calculated in accordance with Rule 14d-1(g)(3) and 14d-2 under the Exchange Act) following the commencement of the Offer (the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). (d) Parent will provide, or cause to be provided, to Merger Sub promptly following the Acceptance Time, all funds necessary to pay the aggregate Offer Price with respect to Shares that have been validly tendered and not withdrawn in accordance with the Offer and that Merger Sub is obligated to accept for payment in accordance with the Offer and permitted to accept for payment in accordance with Law.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.18.1, Purchaser shall amendMerger Sub shall, and Purchaser Parent shall cause Merger Sub to amendto, the Offer to Purchase as soon promptly as practicable after following the date hereofexecution of this Agreement, but and in no any event later than within five (5) business days Business Days following the date of this Agreement (or such other later date as defined the parties may mutually agree in writing commence (within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"“Exchange Act”)) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16purchase all outstanding Shares at the Per Share Amount; provided, 2007 however, that such five (5) Business Day deadline to commence the "EXPIRATION DATE"), unless Offer will be extended pursuant until such date as the Company is ready to file the Schedule 14D-9 on the same date as the commencement of the Offer. The Per Share Amount shall be net to the terms of this Agreementseller in cash, subject to reduction only for any applicable federal backup withholding or stock transfer taxes payable by the seller. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and to pay for any Shares validly tendered and not withdrawn prior pursuant to the Offer shall be subject to only those conditions set forth in Annex I (the “Tender Offer Conditions”). The Company agrees that no Shares held by the Company or any of its Subsidiaries (other than any Shares held on behalf of third parties) will be tendered pursuant to the Offer. (b) Parent on behalf of Merger Sub expressly reserves the right from time to time, subject to Sections 1.1(c) and 1.1(d), to waive any Tender Offer Condition, increase the Per Share Amount, provided that without the prior written consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I), (iv) impose additional conditions to the Offer, (v) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions (other than the Minimum Condition)) or (vi) modify or amend any other term of the Offer, in the case of this clause (vi), in any manner (A) adverse to the holders of Shares or (B) which would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect; provided that (A) the Minimum Condition may be lowered as a result of the Company’s becoming Current (as defined in Annex I) without the Company’s consent as provided on Annex I hereto, and (B) Parent may, at its option and in its sole discretion, reduce the Minimum Condition to no less than a majority of the number of Shares outstanding assuming the full exercise of all options, rights and convertible securities (if any) with an exercise price of less than the Offer Price and the issuance of all Shares the Company is obligated to issue thereunder, in each case without the prior written consent of the Company. (c) On the date of commencement of the Offer, Parent and Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase (the “Offer to Purchase”) and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “Offer Documents”). Parent, Merger Sub and the Company each agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub shall, and Parent further agrees to cause Merger Sub to, use reasonable best efforts to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws as determined in Parent’s reasonable judgment. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents (including each amendment or supplement thereto) before they are filed with the SEC. Merger Sub shall, and Parent agrees to cause Merger Sub to, provide the Company with (in writing, if written), and to consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (d) The Offer to Purchase shall provide for an expiration date of the 20th Business Day (as defined in Rule 14d-1 under the Exchange Act, “Business Day”) following (and including the day of) the commencement of the Offer (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this agreement, the “Expiration Date”). Merger Sub shall not, and Parent agrees that it shall cause Merger Sub not to, terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 8.1 hereof. Except as provided in this Section 1.1(d), Merger Sub shall not, and Parent shall cause Merger Sub not to, extend or delay the Expiration Date (or expiration time) without the prior written consent of the Company. Notwithstanding the foregoing, Merger Sub and Parent may, without receiving the consent of the Company, (A) extend the Expiration Date for any period required by applicable rules and regulations of the SEC, the NASDAQ Global Market (the “NASDAQ”) or any other stock exchange or automated quotation system applicable to the Offer, or (B) in the event the Acceptance Date occurs but Parent does not acquire a number of Shares sufficient to enable a Short Form Merger to occur (assuming exercise of the Top-Up Option in full), elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act. So long as the Offer and this Agreement have not been terminated pursuant to Section 8.1, if at any scheduled Expiration Date, the Tender Offer Conditions shall not have been satisfied or earlier waived, Merger Sub shall, and Parent shall cause Merger Sub to extend the Offer and the Expiration Date to a date that is not more than ten (10) Business Days after such previously scheduled Expiration Date; provided that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the End Date. In the event the Acceptance Date occurs but Parent does not acquire a number of Shares sufficient to enable a Short Form Merger to occur (assuming exercise of the Top-Up Option in full), Merger Sub may provide one or more “subsequent offering periods” for the Offer in accordance with Rule 14d-11 under the Exchange Act for a number of days to be determined by Parent which shall be not less than three (3) nor more than twenty (20) Business Days in the aggregate; provided that Merger Sub shall, and Parent shall cause Merger Sub to, immediately accept and promptly pay for all Shares tendered during the initial offering period and immediately accept and promptly pay for all Shares tendered during each such subsequent offering period, in each case in accordance with Rule 14d-11 under the Exchange Act. (e) Subject solely to the satisfaction or waiver (to the extent permitted by this Agreement) by Merger Sub of the Tender Offer Conditions, Merger Sub shall, and Parent shall cause Merger Sub to, as soon as possible after the scheduled expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b1.1(d)) shall be subject only to the satisfaction (or), in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being accept for payment Shares validly tendered and not withdrawn prior pursuant to the expiration Offer (the date of acceptance for payment, the Offer that number “Acceptance Date,” and the time of shares of Common Stock whichacceptance for payment on the Acceptance Date, together with any shares of Common Stock then owned by Purchaser, the “Acceptance Time”) and promptly pay for such Shares. Parent shall or shall cause Merger Sub to provide or any affiliates thereof, represents at least a majority of cause to be provided to the total number of shares of Common Stock outstanding Paying Agent on a fully-diluted timely basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject funds necessary to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or purchase any Shares that Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment becomes obligated to purchase pursuant to the Offer. The Offer shall be made by means of the Offer to.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend9.1 and the Company is prepared in accordance with Section 2.2(a) to file with the SEC, and Purchaser shall cause to disseminate to the Stockholders, the Schedule 14D-9 on the same date as Merger Sub to amendcommences the Offer, the Offer to Purchase as soon promptly as practicable after the date hereof, (but in no event later than five 10 Business Days) after the date hereof, Merger Sub shall, and Parent shall cause Merger Sub to, commence (5) business days (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunderAct), the "EXCHANGE ACT")Offer. (b) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation obligations of Merger Sub to, and of Parent to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, cause Merger Sub or any affiliates thereofto, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for any shares of Company Common Stock pursuant to the Offer are subject to the terms and the satisfaction or waiver (as provided in Section 2.1(c) below) of the conditions set forth in Annex I (the “Offer Conditions”). On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) promptly following on or after the Expiration Date (and in any event within three business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)). The acceptance of Shares for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on a timely basis funds necessary to purchase and pay for any and all shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer. The Offer Parent and Merger Sub shall, and each of Parent and Merger Sub shall be made ensure that all of their respective controlled Affiliates shall, tender any shares of Company Common Stock held by means them into the Offer. (c) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions other than the Minimum Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the maximum number of shares of Company Common Stock subject to or sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend, modify or supplement any condition in a manner adverse to the Stockholders, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is materially adverse to the Stockholders or (vi) extend or otherwise change the Expiration Date except as required or permitted by Section 2.1(e). The Offer may not be terminated prior to the Expiration Date, unless this Agreement is terminated or withdrawn in accordance with Section 9.1. (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the Stockholders to the extent required by applicable Law. The Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Company Subsidiaries and the Stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 2.1(d), including communication of the Offer to the record and beneficial Stockholders. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel with any comments (including a summary of any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Except from and after a Company Adverse Recommendation Change or in connection with any disclosures by Parent or Merger Sub in response to any public announcement expressly permitted by Section 7.8(f), prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Unless extended or earlier terminated pursuant to and in accordance with the terms of this Agreement, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 2.1(e), calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Agreement or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) if on the then-effective Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied or waived by Parent or Merger Sub if permitted hereunder, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions in consecutive increments of not more than 10 Business Days each (the length of such period to be determined by Parent and Merger Sub in their discretion), or for such longer period as the parties may agree in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Conditions, other than the Minimum Condition); provided that, if all Offer Conditions other than the Minimum Condition have been satisfied or waived, Merger Sub shall not be required to extend the Offer pursuant to this clause (i) for more than 20 Business Days and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or NASDAQ or its staff; provided that Merger Sub shall not in any event be required to extend the Offer beyond the Outside Date. In the event that this Agreement is validly terminated pursuant to Section 9.1, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within 24 hours of such termination), irrevocably and unconditionally terminate the Offer, shall not acquire any shares of Company Common Stock pursuant to the Offer and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all Tendered Shares to the registered holders thereof.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1‎Section 8.01, Purchaser shall amendMerger Sub shall, and Purchaser Parent shall cause Merger Sub to amendto, the Offer to Purchase as soon promptly as practicable after the date hereof, but Agreement Date (and in any event no event later than five ten (510) business days Business Days after the date of the initial public announcement of this Agreement), commence (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"“Exchange Act”)) from the date Offer to purchase any and all of this Agreementthe outstanding Shares at the Offer Price. (b) The obligation of Merger Sub to, and of Parent to reflect cause Merger Sub to, accept for payment and pay for any Shares pursuant to the terms set forth Offer is subject only to the satisfaction or waiver (as provided in this Agreement, ‎Section 1.01(c) below) of the Minimum Condition and the other conditions set forth in Annex A hereto and other related I (the “Offer Conditions”). On the terms and Purchaser subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined in ‎Section 1.01(e) below) and in compliance with applicable Law (as defined in ‎Section 4.12(a) below). The acceptance for payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on or prior to the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) Parent and Merger Sub shall cause expressly reserve the right to waive any of the Offer to remain open for a period through March 16, 2007 Conditions other than the Minimum Condition (which Minimum Condition may be waived by Parent and Merger Sub only with the "EXPIRATION DATE"prior written consent of the Company), unless extended pursuant and to increase the Offer Price or to make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided that, unless otherwise expressly provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares, or (vi) extend the Expiration Date except as required or permitted by ‎Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The obligation of Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that may be required by applicable Law or reasonably requested by Parent or Merger Sub to accept be set forth in the Offer Documents. Each of the parties agrees to promptly correct any information provided by it for payment use in the Offer Documents if and to pay for the extent that it shall have become false or misleading in any Shares validly tendered material respect, and not withdrawn prior Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the expiration holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this ‎Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this ‎Section 1.01(e) or as it may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this ‎Section 1.01(e), the requirements “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (10) Business Days (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this Section 1.1(bclause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger Sub shall, and Parent shall be subject only cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the satisfaction Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that (orA) in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined in ‎Section 8.01(c) below) and (B) in the case of clause (iii), in the event that each Offer Condition (other than the Minimum Condition) belowshall have been satisfied or waived as of any then-effective Expiration Date and the Minimum Condition shall not have been satisfied as of such Expiration Date, then Merger Sub shall not in any event be required to extend the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: Offer pursuant to clause (i) there being validly tendered beyond the date that is twenty (20) business days after such Expiration Date, but may in its sole discretion elect to do so, subject to ‎Section 1.01(e)(A). Nothing in this ‎Section 1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to ‎Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and not Parent shall cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with ‎Section 8.01, prior to the expiration acceptance for payment of Shares tendered in the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by PurchaserOffer, Merger Sub or shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any affiliates thereofdepository acting on behalf of Merger Sub to return, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject all tendered Shares to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer toregistered holders thereof.

The Offer. (a) Promptly following Merger Sub shall, and Parent shall cause Merger Sub to, on or before the execution and delivery date that is ten (10) business days after the date of the initial public announcement of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, commence (within the Existing Offer to increase meaning of Rule 14d-2 under the purchase price for Exchange Act) the Offer to $13.50 per Share purchase for cash any (such amount or any greater amount per Share paid pursuant subject to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK"Minimum Condition) may be tendered in and all Shares at the Offer and be acquired by Merger Sub pursuant to the OfferPrice. (b) Provided that this Agreement shall not have been terminated The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any Shares pursuant to the Offer is subject only to the terms and the satisfaction or waiver (as provided in Section 1.1(c) below) of the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with Section 7.1the terms of this Agreement). On the terms and subject to the conditions of the Offer and this Agreement, Purchaser shall amendMerger Sub shall, and Purchaser Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn pursuant to amend, the Offer to Purchase (the “Tendered Shares”) as soon as practicable after the date hereof, but Expiration Date and in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) compliance with applicable Law. The acceptance for payment of Shares pursuant to and subject to the conditions of the Securities Exchange Act of 1934Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, as amended (together with the rules and regulations promulgated thereunderor cause to be provided, the "EXCHANGE ACT")) from to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay the Offer Price for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to reflect time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions or modify or amend the terms set forth or conditions of the Offer, including the Offer Price; provided that, unless otherwise provided in this AgreementAgreement or previously approved by the Company in writing, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions, (iv) waive or amend the Minimum Condition, (v) amend the Offer Conditions in a manner that is adverse to the holders of Shares, or (vi) terminate the Offer or accelerate, extend or otherwise change the Expiration Date except as required or permitted by Section 1.1(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to (i) file with the SEC a Tender Offer Statement on Schedule TO (collectively with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer that include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary Offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate or cause to be disseminated the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable federal securities Law. Parent and Merger Sub agree that they shall cause the Offer Documents filed by Merger Sub with the SEC (x) to remain comply as to form in all material respects with the Exchange Act and other applicable Laws and (y) not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents by applicable federal securities Laws or reasonably requested by Parent or Merger Sub in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the Parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become aware that such information has become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable federal securities Law. Parent and Merger Sub shall (i) promptly provide the Company and its counsel with a copy of any written comments (and a description of any oral comments) received by Parent, Merger Sub, or their counsel from the SEC or its staff with respect to the Offer Documents, (ii) provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and shall give reasonable consideration to any comments provided by the Company, and (iii) promptly provide the Company with copies of any responses to any such comments. Each of Parent and Merger Sub shall use reasonable best efforts to respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Offer Documents. (e) The Offer shall initially be scheduled to expire at one (1) minute after 11:59 p.m., Eastern Time on the twentieth (20th) business day (for purposes of this Section 1.1(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following (and including the day of) the commencement of the Offer (unless otherwise agreed to by Parent and the Company) (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or as may be required by applicable Law, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived (to the extent permitted hereunder), extend the Offer for one (1) or more periods of time of up to ten (10) business days each (the length of such period to be determined by Merger Sub), or for such longer period as the Parties may agree, in order to permit the satisfaction of the Offer Conditions, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof, NASDAQ or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in the case of clauses (i) and (ii), neither Parent nor Merger Sub shall in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date; provided, further, that neither Parent nor Merger Sub shall in any event be required to extend the Offer more than once, for a period through March 16of up to ten (10) business days, 2007 if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition. Merger Sub shall not, and Parent shall not cause Merger Sub to, extend the Offer if all Offer Conditions have been met. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 9.1. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) irrevocably and unconditionally terminate the "EXPIRATION DATE"Offer and shall not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 9.1, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all Tendered Shares to the registered holders thereof. (f) The Offer Price shall be adjusted appropriately to reflect any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), unless extended pursuant or combination, exchange or readjustment of shares, or any stock dividend or stock distribution occurring (or for which a record date is established) after the date hereof and prior to the payment by Merger Sub for Shares validly tendered and not properly withdrawn in connection with the Offer; provided, however, that nothing in this Section 1.1(f) shall be construed to permit the Company or the Company Subsidiary to take any action with respect to its securities that is prohibited by the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer to.

The Offer. (a) Promptly following As promptly as practicable after the execution and delivery date of this Agreement but in no event more than ten Business Days after the date of this Agreement, Purchaser Merger Sub shall amend, (and Purchaser Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (b) In accordance with the terms and conditions of this Agreement, and subject only to amendthe satisfaction or waiver (to the extent such waiver is permitted by applicable Law) of the conditions set forth in Annex I (collectively, the Existing “Offer to increase Conditions”), Merger Sub shall (and Parent shall cause Merger Sub to), at or as promptly as practicable following the purchase price Expiration Time, irrevocably accept for payment (the time of acceptance for payment, the “Offer Acceptance Time”) and, at or as promptly as practicable following the Offer to $13.50 per Share Acceptance Time (such amount or but in any greater amount per Share paid event within three Business Days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) thereafter) pay for all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. Parent shall provide or cause to be provided to Merger Sub, at the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubtAcceptance Time and on a timely basis at all times thereafter, the parties hereto agree funds necessary to purchase any shares of Company Common Stock that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub becomes obligated to purchase pursuant to the Offer. (bc) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement and subject only to the Minimum Condition and the other Offer Conditions. Merger Sub expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise expressly provided by this Agreement, without the prior written consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to, (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer,

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.18.1, Purchaser shall amendMerger Sub shall, and Purchaser Parent shall cause Merger Sub to amendto, the Offer to Purchase as soon promptly as practicable after following the date hereofexecution of this Agreement, but and in no any event later than within five (5) business days Business Days following the date of this Agreement (or such other later date as defined the parties may mutually agree in writing commence (within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"“Exchange Act”)) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16purchase all outstanding Shares at the Per Share Amount; provided, 2007 however, that such five (5) Business Day deadline to commence the "EXPIRATION DATE"), unless Offer will be extended pursuant until such date as the Company is ready to file the Schedule 14D-9 on the same date as the commencement of the Offer. The Per Share Amount shall be net to the terms of this Agreementseller in cash, subject to reduction only for any applicable federal backup withholding or stock transfer taxes payable by the seller. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and to pay for any Shares validly tendered and not withdrawn prior pursuant to the Offer shall be subject to only those conditions set forth in Annex I (the “Tender Offer Conditions”). The Company agrees that no Shares held by the Company or any of its Subsidiaries (other than any Shares held on behalf of third parties) will be tendered pursuant to the Offer. (b) Parent on behalf of Merger Sub expressly reserves the right from time to time, subject to Sections 1.1(c) and 1.1(d), to waive any Tender Offer Condition, increase the Per Share Amount, provided that without the prior written consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I), (iv) impose additional conditions to the Offer, (v) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions (other than the Minimum Condition)) or (vi) modify or amend any other term of the Offer, in the case of this clause (vi), in any manner (A) adverse to the holders of Shares or (B) which would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect; provided that (A) the Minimum Condition may be lowered as a result of the Company’s becoming Current (as defined in Annex I) without the Company’s consent as provided on Annex I hereto, and (B) Parent may, at its option and in its sole discretion, reduce the Minimum Condition to no less than a majority of the number of Shares outstanding assuming the full exercise of all options, rights and convertible securities (if any) with an exercise price of less than the Offer Price and the issuance of all Shares the Company is obligated to issue thereunder, in each case without the prior written consent of the Company. (c) On the date of commencement of the Offer, Parent and Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase (the “Offer to Purchase”) and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “Offer Documents”). Parent, Merger Sub and the Company each agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub shall, and Parent further agrees to cause Merger Sub to, use reasonable best efforts to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws as determined in Parent’s reasonable judgment. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents (including each amendment or supplement thereto) before they are filed with the SEC. Merger Sub shall, and Parent agrees to cause Merger Sub to, provide the Company with (in writing, if written), and to consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (d) The Offer to Purchase shall provide for an expiration date of the 20th Business Day (as defined in Rule 14d-1 under the Exchange Act, “Business Day”) following (and including the day of) the commencement of the Offer (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this agreement, the “Expiration Date”). Merger Sub shall not, and Parent agrees that it shall cause Merger Sub not to, terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 8.1 hereof. Except as provided in this Section 1.1(d), Merger Sub shall not, and Parent shall cause Merger Sub not to, extend or delay the Expiration Date (or expiration time) without the prior written consent of the Company. Notwithstanding the foregoing, Merger Sub and Parent may, without receiving the consent of the Company, (A) extend the Expiration Date for any period required by applicable rules and regulations of the SEC, the NASDAQ Global Market (the “NASDAQ”) or any other stock exchange or automated quotation system applicable to the Offer, or (B) in the event the Acceptance Date occurs but Parent does not acquire a number of Shares sufficient to enable a Short Form Merger to occur (assuming exercise of the Top-Up Option in full), elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act. So long as the Offer and this Agreement have not been terminated pursuant to Section 8.1, if at any scheduled Expiration Date, the Tender Offer Conditions shall not have been satisfied or earlier waived, Merger Sub shall, and Parent shall cause Merger Sub to extend the Offer and the Expiration Date to a date that is not more than ten (10) Business Days after such previously scheduled Expiration Date; provided that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the End Date. In the event the Acceptance Date occurs but Parent does not acquire a number of Shares sufficient to enable a Short Form Merger to occur (assuming exercise of the Top-Up Option in full), Merger Sub may provide one or more “subsequent offering periods” for the Offer in accordance with Rule 14d-11 under the Exchange Act for a number of days to be determined by Parent which shall be not less than three (3) nor more than twenty (20) Business Days in the aggregate; provided that Merger Sub shall, and Parent shall cause Merger Sub to, immediately accept and promptly pay for all Shares tendered during the initial offering period and immediately accept and promptly pay for all Shares tendered during each such subsequent offering period, in each case in accordance with Rule 14d-11 under the Exchange Act. (e) Subject solely to the satisfaction or waiver (to the extent permitted by this Agreement) by Merger Sub of the Tender Offer Conditions, Merger Sub shall, and Parent shall cause Merger Sub to, as soon as possible after the scheduled expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b1.1(d)) shall be subject only to the satisfaction (or), in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being accept for payment Shares validly tendered and not withdrawn prior pursuant to the expiration Offer (the date of acceptance for payment, the Offer that number "Acceptance Date," and the time of shares of Common Stock whichacceptance for payment on the Acceptance Date, together with any shares of Common Stock then owned by Purchaser, the "Acceptance Time") and promptly pay for such Shares. Parent shall or shall cause Merger Sub to provide or any affiliates thereof, represents at least a majority of cause to be provided to the total number of shares of Common Stock outstanding Paying Agent on a fully-diluted timely basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject funds necessary to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or purchase any Shares that Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment becomes obligated to purchase pursuant to the Offer. The Offer shall be made by means of the Offer to.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1ARTICLE VII, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable after the date hereof, (but in no event later than five fifteen (515) business days (as defined in Rule 14d-1(g)(3Business Days) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from after the date of this Agreementhereof, subject to reflect the terms set forth in this AgreementCompany having timely provided any information required to be provided by it pursuant to Section 1.01(g) and Section 1.02(b), the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to remain open purchase for a period through March 16, 2007 (cash any and all issued and outstanding Company Shares at the "EXPIRATION DATE"), unless extended pursuant to the terms of this AgreementOffer Price. The obligation of Merger Sub to shall, and Parent shall cause Merger Sub to, accept for payment payment, purchase and to pay for any all Company Shares validly tendered and not properly withdrawn prior pursuant to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be Offer, subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditionsto: (ia) there being validly tendered (but excluding any Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been received, as defined by Section 251(h)(6) of the DGCL) in the aggregate and not properly withdrawn prior to the expiration of the Offer Expiration Date that number of shares of Common Stock whichCompany Shares that, together with any shares the number of Common Stock Company Shares (if any) then owned by Purchaserthe Parent, Merger Sub or any affiliates thereof, represents equals at least a majority of the total sum of the number Company Shares then issued and outstanding and the number of shares of Common Stock Company Shares then reserved for issuance pursuant to outstanding on a fully-diluted basis Company PSUs (the "MINIMUM CONDITION"“Minimum Condition”); (b) the Merger Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iic) the satisfaction, or waiver by ▇▇▇▇▇▇ Sub, of the other conditions and requirements set forth in Annex A heretoI (together with the Minimum Condition and the Termination Condition, the “Tender Offer Conditions”). (b) On or prior to the date that Merger Sub becomes obligated to pay for Company Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Company Shares that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the prior satisfaction of the Minimum Condition and the satisfaction satisfaction, or waiver by Purchaser or Merger Sub ▇▇▇▇▇▇ Sub, of the other conditions of the Tender Offer set forth in Annex A heretoConditions, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment (the time of such acceptance, the “Acceptance Time”) all Company Shares validly tendered and not properly withdrawn pursuant to the Offer promptly following the Expiration Date, and pay for all such Company Shares promptly after the Acceptance Time, and in any event, no more than three (3) Business Days after the Acceptance Time. The Offer Price payable in respect of each Company Share validly tendered and not properly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the Tender Offer Conditions. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to, at any time and from time to time, increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer), (iii) reduce the maximum number of Company Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition or the Termination Condition, (v) amend or modify any other terms of the Offer in a manner adverse to the holders of Company Shares, (vi) impose conditions to the Offer that are in addition to the Tender Offer Conditions, (vii) except as provided in Section 1.01(e) and Section 1.01(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one (1) minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the Tender Offer Conditions have not been satisfied or waived by Merger Sub, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for one or more successive extension periods of up to ten (10) Business Days each in order to permit the satisfaction or waiver of such conditions; provided, however, that Merger Sub shall not be (i) required (and Parent shall not be required to cause Merger Sub) to extend the Offer (A) beyond the Outside Date, (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VII or (C) if the only Tender Offer Condition that is not satisfied or waived is the Minimum Condition and the Offer has already been extended for two periods of ten (10) Business Days each or (ii) permitted to extend the Offer beyond the Outside Date without the prior written consent of the Company. The “Outside Date” shall be six (6) months from the date of this Agreement; provided, however, that, if all the Tender Offer Conditions, other than the condition described in paragraph (c)(i) of Annex I, shall have been satisfied or shall be capable of being satisfied as of such date, then the Outside Date may be extended by either the Company or Parent for a period of up to three (3) months by written notice to the other no later than five (5) Business Days prior to the Outside Date. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff or the NYSE American. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been validly terminated in accordance with ARTICLE VII. If this Agreement is validly terminated in accordance with ARTICLE VII prior to any scheduled Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Company Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Company Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Company Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and ▇▇▇▇▇▇ Sub agree to (i) make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act and (ii) cause the Offer Documents to be disseminated to holders of Company Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and ▇▇▇▇▇▇ Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Company Shares, as and to the extent required by federal securities Laws, including the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. Each of Parent, ▇▇▇▇▇▇ Sub and the Company agrees to respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them a written summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (h) Without limiting the generality of Section 5.15, Parent shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1Article VII and (ii) none of the events or conditions set forth in Annex A shall have occurred or be existing and not have been waived, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable after the date hereof, (but in no any event not later than five (5) business days after the public announcement of the execution and delivery of this Agreement), Purchaser shall commence (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount (subject to reduction for any stock transfer taxes payable by the holders of such Shares, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding); provided, however, that Parent may designate another direct or indirect Subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(c) under the Exchange Act, in which case references herein to Purchaser will be deemed to apply to such Subsidiary, as applicable). Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least twenty (20) business days after the commencement of the Offer (such period, the “First Offer Period”). In the event that the Minimum Condition has not been satisfied pursuant to the Offer during the First Offer Period, Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least ten (10) business days after the expiration of the First Offer Period (such period, the “Second Offer Period” and together with the rules and regulations promulgated thereunderFirst Offer Period, the "EXCHANGE ACT"“Offer Period”)) from . In the date of this Agreementevent that, immediately prior to reflect the terms set forth in this AgreementExpiration Date, the Minimum Condition and has not been met, the other conditions set forth in Annex A hereto and other related terms and Company shall have the right to require Purchaser and Merger Sub shall cause to extend the Offer Expiration Date for an additional period not to remain open for a period through March 16, 2007 exceed twenty (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. 20) business days. (b) The obligation of Merger Sub Parent to cause Purchaser to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in the Offer and not validly withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the “Offer Conditions”). Subject to the prior satisfaction or waiver of the Offer Conditions, Purchaser shall, and Parent shall cause Purchaser to, accept for payment, and pay for, in accordance with the terms of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the First Offer Period or the Second Offer Period (as applicable), including any extensions thereof pursuant to this Agreement (the “Expiration Date”). Notwithstanding the foregoing, if between the date of this Agreement and the Offer Completion Date the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (c) Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Purchaser will not, and Parent will cause Purchaser not to, (i) decrease or change the form of the Per Share Amount, (ii) decrease the number of Shares sought in the Offer, (iii) amend or waive the Minimum Condition, or impose conditions other than the Offer Conditions on the Offer, (iv) extend the Expiration Date, except (A) as required by Law and (B) that, in the event that any Offer Condition is not satisfied or waived at the time that the Expiration Date would otherwise occur, Purchaser may, in its sole discretion, extend the Expiration Date for such period as it may determine to be appropriate (but not beyond the Outside Date), or (v) amend any term of the Offer in any manner materially adverse to the Shareholders (including without limitation amendments resulting in any extension which would be inconsistent with the preceding provisions of this sentence); provided, however, that Purchaser may, without the consent of the Company and in its sole discretion, (A) subject to applicable legal requirements, waive any Offer Condition, other than the Minimum Condition, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; (C) extend the Offer in order to provide sufficient time (but not beyond the Outside Date) to 369958_13 respond to any matter hereafter arising and required to be disclosed to Parent pursuant to Section 5.3(c)(i) and (ii); and (D) extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not more than twenty (20) business days to meet the objective (which is not a condition to the Offer) that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration date of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)so extended) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that a number of shares of Common Stock Shares which, together with any shares of Common Stock then Shares owned by Parent and Purchaser, Merger Sub or any affiliates thereof, represents at least a majority 90% of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer toShares.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amendSub shall, and Purchaser shall cause Merger Sub to amendto, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (promptly as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as practicable after the date hereofpracticable, but in no event later than five December 2, 1996, commence (5within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase for cash (the "Offer") any and all of the Company's outstanding shares of common stock, par value $.01 per share (the "Shares" or the "Common Stock"), at a price not less than $19.09 per Share, net to the seller in cash (the "Offer Price"). The Offer shall have a scheduled expiration date 20 business days (as defined in Rule 14d-1(g)(3) following the commencement thereof. The Sub shall, and Purchaser shall cause Sub to, accept for payment and pay for all Shares tendered pursuant to the terms of the Securities Exchange Act of 1934Offer as soon as such actions are permitted under applicable law, as amended (together with subject only to the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer be made pursuant to remain open for a period through March 16, 2007 an offer to purchase (the "EXPIRATION DATEOffer to Purchase"), unless extended pursuant to ) containing the terms of set forth in this Agreement. The obligation of Merger Sub to accept for payment Agreement and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to Sub shall not, and Purchaser shall not permit Sub to, decrease the prior satisfaction of Offer Price, extend the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions expiration date of the Offer beyond the twentieth business day following commencement thereof or otherwise amend any other condition of the Offer in any manner adverse to the holders of the Shares without the prior written consent of the Company; provided, however, that Sub may extend the expiration date of the Offer if (i) one or more conditions set forth in Annex A heretohereto shall not be satisfied or (ii) Purchaser reasonably determines, Merger Sub shall consummate with the prior approval of the Company (such approval not to be unreasonably withheld or delayed) that such extension is necessary to comply with any legal or regulatory requirements relating to the Offer. Purchaser will not tender into the Offer in accordance with its terms and accept for payment and pay for all any Shares beneficially owned by it. The Company agrees that no Shares held by the Company or any Subsidiary of the Company will be tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. (b) On the date of the commencement of the Offer, Purchaser and Sub shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer which will include, as exhibits, an Offer to Purchase and a form of letter of transmittal and summary advertisement (together with any amendments and supplements thereto, the "Offer Documents"). The Offer Company and its counsel shall be made by means of given a reasonable opportunity to review and comment on the Offer toDocuments before they are filed with the SEC. In addition, Sub agrees to provide the Company and its counsel in writing with any comments Purchaser, Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.18.01, Purchaser shall amendMerger Sub shall, and Purchaser Parent shall cause Merger Sub to amendto, the Offer to Purchase as soon promptly as practicable after the date hereof, but Agreement Date (and in any event no event later than five ten (510) business days Business Days after the date of the initial public announcement of this Agreement), commence (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"“Exchange Act”)) from the date Offer to purchase any and all of this Agreementthe outstanding Shares at the Offer Price. (b) The obligation of Merger Sub to, and of Parent to reflect cause Merger Sub to, accept for payment and pay for any Shares pursuant to the terms set forth Offer is subject only to the satisfaction or waiver (as provided in this Agreement, Section 1.01(c) below) of the Minimum Condition and the other conditions set forth in Annex A hereto and other related I (the “Offer Conditions”). On the terms and Purchaser subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined in Section 1.01(e) below) and in compliance with applicable Law (as defined in Section 4.12(a) below). The acceptance for payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on or prior to the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) Parent and Merger Sub shall cause expressly reserve the right to waive any of the Offer to remain open for a period through March 16, 2007 Conditions other than the Minimum Condition (which Minimum Condition may be waived by Parent and Merger Sub only with the "EXPIRATION DATE"prior written consent of the Company), unless extended pursuant and to increase the Offer Price or to make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided that, unless otherwise expressly provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares, or (vi) extend the Expiration Date except as required or permitted by Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The obligation of Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that may be required by applicable Law or reasonably requested by Parent or Merger Sub to accept be set forth in the Offer Documents. Each of the parties agrees to promptly correct any information provided by it for payment use in the Offer Documents if and to pay for the extent that it shall have become false or misleading in any Shares validly tendered material respect, and not withdrawn prior Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the expiration holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.01(e) or as it may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with the requirements of this Section 1.1(b1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (10) Business Days (the length of such period to be subject only determined by Merger Sub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the satisfaction Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that (orA) in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined in Section 8.01(c) below) and (B) in the case of clause (iii), in the event that each Offer Condition (other than the Minimum Condition) belowshall have been satisfied or waived as of any then-effective Expiration Date and the Minimum Condition shall not have been satisfied as of such Expiration Date, then Merger Sub shall not in any event be required to extend the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: Offer pursuant to clause (i) there being validly tendered beyond the date that is twenty (20) business days after such Expiration Date, but may in its sole discretion elect to do so, subject to Section 1.01(e)(A). Nothing in this Section 1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and not Parent shall cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the expiration acceptance for payment of Shares tendered in the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by PurchaserOffer, Merger Sub or shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any affiliates thereofdepository acting on behalf of Merger Sub to return, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject all tendered Shares to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer toregistered holders thereof.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1Article VIII, Purchaser shall amendupon the terms and subject to the conditions of this Agreement, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as reasonably practicable after the date hereof, (but in no event later than five (5) ten business days after the initial public announcement of the execution and delivery of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together the “Exchange Act”)) the Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, irrevocably deposit all requisite funds with the rules Paying Agent and regulations promulgated thereunderpay for, all shares of Company Stock validly tendered and not validly withdrawn pursuant to the "EXCHANGE ACT")) from Offer are subject only to the date satisfaction or waiver of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex Exhibit A hereto and other related terms and Purchaser and (the “Offer Conditions”) (without limiting the right of Merger Sub shall cause to terminate, extend or modify the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to in accordance with the terms of this Agreement) and not to any other conditions. (c) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until 11:59 p.m., New York City time, on the 20th business day following the commencement of the Offer (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, Section 1.1(d) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with Section 1.1(d), the “Expiration Date”). The obligation of Merger Sub and Parent expressly reserve the right to waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, or to modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Stock subject to the Offer, (ii) reduce the Common Offer Price, Series A Offer Price, Series B Offer Price or Series C-1 Offer Price, (iii) waive, amend or modify the Minimum Tender Condition, (iv) impose any additions to the Offer Conditions or amend, modify or supplement any of the Offer Conditions in any manner adverse to the holders of Company Stock, (v) except as otherwise provided in this Section 1.1, terminate, extend or otherwise amend or modify the Expiration Date or time of, the Offer, (vi) change the all-cash form of consideration payable in the Offer, or (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Company Stock. (d) Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, (A) extend the Offer for one or more consecutive increments of not more than five business days each (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, if at the scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived and (B) extend the Offer for the minimum period required by any rule, regulation or interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided that under no circumstance shall Merger Sub be required to extend the Offer beyond the Outside Date. Upon the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment payment, irrevocably deposit all requisite funds with the Paying Agent and to pay for any Shares for, all shares of Company Stock validly tendered and not theretofore validly withdrawn pursuant to the Offer, such that Merger Sub becomes irrevocably obligated to purchase pursuant to the Offer all such shares on or as promptly as practicable after the Expiration Date. The time at which Merger Sub first accepts for payment the shares of Company Stock validly tendered and not validly withdrawn in the Offer is hereinafter referred to as the “Acceptance Time.” The Offer may not be terminated prior to the expiration of the Offer its Expiration Date (as it such Expiration Date may be extended in accordance with this Section 1.1(d)), unless this Agreement is validly terminated in accordance with Section 8.1. If the Offer is terminated or withdrawn by Merger Sub to the extent permitted by this Agreement, or this Agreement is terminated in accordance with Section 8.1, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to promptly return, all tendered shares of Company Stock to the registered holders thereof. Nothing contained in this Section 1.1 shall affect any termination rights set forth in Section 8.1. (e) As promptly as practicable on the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC in accordance with Rule 14d-3 under the Exchange Act a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain or, as permitted, incorporate by reference, an offer to purchase and forms of the related letter of transmittal, summary advertisement, notices to brokers, clients and dealers, and all other ancillary Offer documents (such Schedule TO and all such documents included therein or, as permitted, incorporated by reference therein, pursuant to which the Offer will be made, together with all supplements, amendments and exhibits thereto, the “Offer Documents”) and shall disseminate the appropriate Offer Documents to the holders of Company Stock. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Company Stock required by the Exchange Act to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(e), including communication of the Offer to the record and beneficial holders of Company Stock. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and (i) to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of Company Stock, in each case as and to the extent required by applicable Federal securities Laws and (ii) to cause the Offer Documents, as amended or supplemented, to comply as to form in all material respects with the requirements of this Section 1.1(b)) shall be subject only the Exchange Act, the applicable rules and regulations of NASDAQ and all other applicable Laws. Prior to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of Company Stock, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents, and Parent and Merger Sub shall give reasonable and good faith consideration to all comments made by the Company or its counsel. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of all written comments, and shall promptly inform the Company and its counsel of all oral comments, that number of shares of Common Stock which, together with any shares of Common Stock then owned by PurchaserParent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents, and prior to responding to any affiliates thereof, represents at least a majority comments of the total number SEC or its staff with respect to the Offer Documents, give reasonable and good faith consideration to all comments made by the Company or its counsel, and to participate in any substantive telephonic communications with the staff of the SEC related thereto. (f) Parent shall provide or cause to be provided to Merger Sub promptly (and, in any case, on a sufficiently timely basis to enable Merger Sub to comply with the provisions of Section 1.1(d)) all funds necessary to purchase the shares of Common Company Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or that Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept has accepted for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment irrevocably becomes obligated to purchase pursuant to the Offer. The Offer . (g) Parent and Merger Sub shall be made by means entitled to deduct and withhold from the consideration payable to any holder of shares of Company Stock pursuant to the Offer tosuch amounts as Parent or Merger Sub are required to deduct and withhold in respect of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable provision of state, local or foreign Tax Law. Amounts so withheld and paid to the appropriate taxing authority shall be treated for all purposes of this Agreement and the Offer as having been paid to the holder of Company Stock in respect of which such deduction or withholding was made.

The Offer. (a) Promptly following Subject to the execution and delivery conditions of this Agreement, Purchaser shall amend, Agreement and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided provided that this Agreement shall not have been terminated in accordance with Section 7.1its terms pursuant to Article VIII and none of the events set forth in paragraphs (a) through (k) of Annex A hereto shall have occurred or be existing, Purchaser shall amendshall, and Purchaser Parent shall cause Merger Sub to amendPurchaser to, (i) "commence" (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer to Purchase as soon promptly as reasonably practicable after the date hereof, but in no event later than five (5) 10 business days (as defined in Rule 14d-1(g)(3) after initial public announcement of the Securities Exchange Act execution of 1934, as amended this Agreement and (together with ii) cause the rules and regulations promulgated thereunder, Offer to remain open until the twentieth business day after such commencement of the Offer (the "EXCHANGE ACTInitial Expiration Date")) from the date of this Agreement. Purchaser shall be obligated, and Parent shall cause Purchaser, to reflect accept for payment and pay for Shares validly tendered and not properly withdrawn pursuant to the terms set forth in this AgreementOffer, subject only to the Minimum Condition and satisfaction of each of the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATEOffer Conditions"). At the Company's request, unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment Purchaser will, and to pay for any Shares validly tendered and not withdrawn prior to the expiration of Parent shall cause Purchaser to, extend the Offer after the Initial Expiration Date for one or more periods not to exceed an aggregate of 15 business days if the Minimum Condition (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth such term is defined in Annex A hereto) has not been satisfied at the Initial Expiration Date. Subject to the prior satisfaction of the Minimum Condition Offer Conditions, Purchaser shall, and the satisfaction or waiver by Parent shall cause Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A heretoto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment all Shares validly tendered and not properly withdrawn by 9:00 A.M. Eastern Time on the next business day after the expiration of the Offer. Purchaser expressly reserves the right to waive any Offer Condition, or increase the Per Share Amount payable in the Offer and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the consent of the Company, Purchaser shall not, and Parent shall not permit Purchaser to, (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) reduce the number of Shares subject to the Offer, (iii) impose conditions to the Offer in addition to the Offer Conditions, (iv) reduce or waive the Minimum Condition, or (v) change the Offer in a manner adverse to the holders of the Shares. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer for one or more periods of not more than 5 business days each beyond the Initial Expiration Date, if, at any scheduled expiration of the Offer, any of the Offer Conditions shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof, applicable to the Offer (provided that Purchaser shall keep the Company reasonably informed of Purchaser's or Parent's contact with the SEC or the staff thereof with respect to the Offer). The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not properly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be made effected in compliance with SEC Rule 14e-1(c) under the Exchange Act. Purchaser may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under SEC Rule 14d-11 under the Exchange Act of not more than 20 business days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration of the Offer to(as so extended), and not withdrawn, a number of Shares which, together with Shares then beneficially owned by Parent and Purchaser and their direct and indirect subsidiaries, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash (the "Merger Consideration") is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly with signature guaranteed and otherwise be in proper form for transfer, and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Purchaser that such Taxes either have been paid or are not applicable. (b) On the date of commencement of the Offer, Purchaser and Parent shall file with the SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the "Schedule TO") with respect to the Offer. The Schedule TO and the Schedule 13E-3 (as defined in Section 1.03 below) shall comply in all material respects with the provisions of the Exchange Act, the rules and regulations promulgated thereunder and all other applicable Laws, and shall contain or shall incorporate by reference an offer to purchase relating to the Offer (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all exhibits, supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents and any Schedule 13E-3 that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO and any Schedule 13E-3, as so corrected, to be filed timely with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents and any Schedule 13E-3 prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents and any Schedule 13E-3 promptly after the receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of the Parent and Purchaser to such comments.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.17.1 and so long as none of the events set forth on Annex A shall have occurred and be continuing, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable and in any event within 10 Business Days after the date hereof, but Purchaser shall, and Parent shall cause Purchaser to, as the first step in no event later than five completing the Merger, commence (5) business days (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), an offer (the "Offer") to purchase all shares of the issued and outstanding Company Common Stock together with the rules and regulations promulgated thereunder, associated rights issued pursuant to the Rights Plan (as defined herein) (the "EXCHANGE ACTCompany Rights")) from for the date of this AgreementOffer Price, subject only to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto hereto; provided, however, that Parent may designate another wholly owned, direct subsidiary of Parent as the bidder (within the meaning of Rule 14d-1(g)(2) under the Exchange Act) in the Offer, in which case reference herein to Purchaser shall be deemed to apply to such subsidiary, as appropriate. Except where the context otherwise requires, all references herein to Shares or Company Common Stock shall include the associated Company Rights. The Company shall not tender Shares held by it or by any of its subsidiaries pursuant to the Offer. The Purchaser shall, and other related terms and Purchaser and Merger Sub Parent shall cause the Offer to remain open for a period through March 16Purchaser to, 2007 (on the "EXPIRATION DATE"), unless extended pursuant terms and subject to the terms prior satisfaction or waiver of this Agreementthe conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law and regulations. The obligation obligations of Merger Sub the Purchaser to consummate the Offer and to accept for payment and to pay for any Shares validly tendered and not withdrawn on or prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) and not withdrawn shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject Notwithstanding anything to the prior satisfaction contrary set forth herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued in connection with the Minimum Condition Offer, and the satisfaction or waiver by Purchaser or Merger Sub in lieu thereof each tendering stockholder who would otherwise be entitled to a fractional share of the other conditions of Parent Common Stock in the Offer set forth (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) will be paid an amount in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant cash (rounded up to the Offer. nearest whole cent) equal to the product obtained by multiplying (x) the fractional share interest to which such stockholder would otherwise be entitled by (y) the closing price for a share of Parent Common Stock as reported on the New York Stock Exchange, Inc. (as reported in The Wall Street Journal) on the Acceptance Date. (b) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and the conditions set forth in Annex A hereto and providing for an initial expiration date (the "Expiration Date") of twenty Business Days (as defined in Rule 14d-1 under the Exchange Act) from the date of commencement of the Offer. Without the prior written consent of the Company, Purchaser shall not, and Parent shall cause the Purchaser not to, decrease the Offer Price, change the form of consideration to be paid, decrease the number of Shares sought, amend the conditions to the Offer set forth in Annex A or impose conditions to the Offer in addition to those set forth in Annex A. Notwithstanding the foregoing, without the consent of the Company, the Purchaser shall be entitled to and shall, and Parent shall cause the Purchaser to, extend the Offer at any time for the shortest time periods that it reasonably believes are necessary, if at the initial Expiration Date, or any extension thereof, any condition to the Offer is not satisfied or waived, provided that (i) no single extension shall exceed 10 Business Days and (ii) Purchaser shall not be required to extend the Offer beyond the Outside Date (as defined herein). Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer for one or more periods of not more than 10 Business Days as required by any rule or regulation of the SEC applicable to the Offer and (ii) if the Minimum Condition (as defined herein) has been met but less than 90% of the outstanding Shares on a fully-diluted basis (as defined in Annex A) shall have been validly tendered pursuant to the Offer and not withdrawn as of the scheduled or extended expiration date, extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act for an aggregate period of not more than 20 Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) of this sentence. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law or the United States Securities and Exchange Commission (the "SEC") in connection with such increase in each case without the consent of the Company. (c) As soon as practicable after the date of this Agreement, Parent shall prepare and file with the SEC under the Securities Act of 1933, as amended, and the SEC's rules and regulations promulgated thereunder (the "Securities Act") a registration statement on Form S-4 (the "Registration Statement") to register the offer and sale of Parent Common Stock pursuant to the Offer. The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act. The Company shall provide Parent and the Purchaser all information reasonably requested by Parent or the Purchaser for inclusion in the Offer Documents (as defined herein) and any exhibits or annexes thereto. As soon as practicable, but not later than the date of commencement of the Offer, Parent shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which will comply in all material respects with the provisions of, and satisfy in all material respects the requirements of, such Schedule TO and all applicable federal securities laws, and will contain or incorporate by reference all or part of the Registration Statement and the form of the related letter of transmittal (such documents, together with the preliminary or final prospectus included in the Registration Statement and any supplements or amendments thereto, collectively the "Offer Documents") and (ii) cause the Offer Documents to be disseminated to holders of Shares. Parent and the Company each agree promptly to correct any information provided by it for use in the Registration Statement or the Offer Documents if and to the extent that it shall be, or shall have become false or misleading in any material respect. Parent agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after its filing and to maintain such effectiveness for so long as shall be required for the issuance of Parent Common Stock pursuant to the Offer. Following the time the Registration Statement is declared effective, Parent shall file the final prospectus included therein under Rule 424(b) promulgated pursuant to the Securities Act. (d) Parent shall include as exhibits to the Registration Statement tax opinions of Dechert and Gibson Dunn & Crutcher LLP, in form and substance reasonably satisfact▇▇▇ ▇▇ ▇▇▇▇nt ▇▇▇ ▇▇ ▇he Company, on the basis of customary facts, representations, warranties and covenants of Parent, the Purchaser and the Company and assumptions set forth in such opinions (including, without limitation assumptions that (i) the Minimum Condition will be satisfied and

The Offer. (a) Promptly following Upon the execution terms and delivery subject to the conditions of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable after the date hereof, (but in no event later than five (5seven Business Days) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from after the date of this Agreement, Purchaser shall, and Parent shall cause Purchaser to, file with Securities and Exchange Commission (the “SEC”) amended Offer Documents, reflecting the offer to reflect purchase all of the terms Shares at the Offer Price, and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by federal securities Laws. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). (i) The expiration date of the Offer pursuant to the amended Offer Documents shall be 5:00 p.m., New York City time, on the 15th business day following the filing of the amended Offer Documents pursuant to Section 1.1(a) (determined pursuant to Rule 14d­1(g)(3) under the Exchange Act of 1934 (the “Exchange Act”)) (the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Purchaser expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (A) reduce the number of shares of Company Common Stock subject to the Offer, (B) reduce the Offer Price or change the form of consideration payable in the Offer, (C) change, modify or waive the Minimum Tender Condition, (D) add to the Offer Conditions or make any condition to the Offer more difficult to satisfy, (E) extend the Expiration Date other than in accordance with this Agreement or provide a “subsequent offering period” within the meaning of Rule 14d­11 promulgated under the Exchange Act or (F) otherwise amend the Offer in a manner adverse to the holders of Shares generally. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 8.1. If this Agreement is terminated pursuant to Section 8.1, Purchaser shall, and Parent shall cause Purchaser to, promptly (and in any event within 24 hours following such termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Section 8.1 prior to the acceptance for payment and payment for Shares in the Offer, Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (ii) Parent and Purchaser agree that if on any scheduled Expiration Date of the Offer, any of the Offer Conditions (including the Minimum Tender Condition and the other conditions Offer Conditions set forth in Annex A hereto Exhibit A) is not satisfied or, in Purchaser’s sole discretion, waived (if such condition is permitted to be waived pursuant to this Agreement and other related terms applicable Law), then Purchaser shall, and Purchaser and Merger Sub Parent shall cause Purchaser to, extend the Offer for successive periods of time of up to remain open ten Business Days (the length of such periods to be determined by Parent, in its sole discretion) or such number of Business Days as the parties may agree in order to permit the satisfaction of such conditions; provided, however, that if the sole then unsatisfied condition is the Minimum Tender Condition, Purchaser shall so extend the Offer if and only if the Company shall have delivered to Purchaser a written request that Purchaser so extend the Offer; provided further, that if the Antitrust Condition shall have been satisfied less than five business days prior to the Expiration Date (as determined pursuant to Rule 14d­1(g)(3) of the Exchange Act), no such consent of the Company shall be required for Parent to extend the Offer for a period through March 16, 2007 of up to five business days (the "EXPIRATION DATE"), unless extended as determined pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger SubRule 14d­1(g)(3) of the following conditions: Exchange Act). Notwithstanding the foregoing, in no event shall Purchaser be required to (i1) there being validly tendered and not withdrawn prior to the expiration of extend the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of beyond the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer toOutside Date or

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1Article VII and (ii) none of the events or conditions set forth in Annex A shall have occurred or be existing and not have been waived, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable after the date hereof, (but in no any event not later than five (5) business days after the public announcement of the execution and delivery of this Agreement), Purchaser shall commence (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount (subject to reduction for any stock transfer taxes payable by the holders of such Shares, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding); provided, however, that Parent may designate another direct or indirect Subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(c) under the Exchange Act, in which case references herein to Purchaser will be deemed to apply to such Subsidiary, as applicable). Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least twenty (20) business days after the commencement of the Offer (such period, the “First Offer Period”). In the event that the Minimum Condition has not been satisfied pursuant to the Offer during the First Offer Period, Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least ten (10) business days after the expiration of the First Offer Period (such period, the “Second Offer Period” and together with the rules and regulations promulgated thereunderFirst Offer Period, the "EXCHANGE ACT"“Offer Period”)) from . In the date of this Agreementevent that, immediately prior to reflect the terms set forth in this AgreementExpiration Date, the Minimum Condition and has not been met, the other conditions set forth in Annex A hereto and other related terms and Company shall have the right to require Purchaser and Merger Sub shall cause to extend the Offer Expiration Date for an additional period not to remain open for a period through March 16, 2007 exceed twenty (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. 20) business days. (b) The obligation of Merger Sub Parent to cause Purchaser to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in the Offer and not validly withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the “Offer Conditions”). Subject to the prior satisfaction or waiver of the Offer Conditions, Purchaser shall, and Parent shall cause Purchaser to, accept for payment, and pay for, in accordance with the terms of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the First Offer Period or the Second Offer Period (as applicable), including any extensions thereof pursuant to this Agreement (the “Expiration Date”). Notwithstanding the foregoing, if between the date of this Agreement and the Offer Completion Date the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (c) Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Purchaser will not, and Parent will cause Purchaser not to, (i) decrease or change the form of the Per Share Amount, (ii) decrease the number of Shares sought in the Offer, (iii) amend or waive the Minimum Condition, or impose conditions other than the Offer Conditions on the Offer, (iv) extend the Expiration Date, except (A) as required by Law and (B) that, in the event that any Offer Condition is not satisfied or waived at the time that the Expiration Date would otherwise occur, Purchaser may, in its sole discretion, extend the Expiration Date for such period as it may determine to be appropriate (but not beyond the Outside Date), or (v) amend any term of the Offer in any manner materially adverse to the Shareholders (including without limitation amendments resulting in any extension which would be inconsistent with the preceding provisions of this sentence); provided, however, that Purchaser may, without the consent of the Company and in its sole discretion, (A) subject to applicable legal requirements, waive any Offer Condition, other than the Minimum Condition, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; (C) extend the Offer in order to provide sufficient time (but not beyond the Outside Date) to respond to any matter hereafter arising and required to be disclosed to Parent pursuant to Section 5.3(c)(i) and (ii); and (D) extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not more than twenty (20) business days to meet the objective (which is not a condition to the Offer) that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration date of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)so extended) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that a number of shares of Common Stock Shares which, together with any shares of Common Stock then Shares owned by Parent and Purchaser, Merger Sub or any affiliates thereof, represents at least a majority 90% of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer toShares.

The Offer. (a) Promptly following Provided that (i) none of the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share events set forth in paragraphs (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"b), subject (d) and (e) of Annex I to any applicable withholding for Taxes this Agreement shall have occurred and be existing, (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of ii) the Company shall have complied with its obligations under Section 1.3(c) and Section 1.3(d) and ("RESTRICTED STOCK"iii) may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have previously been validly terminated in accordance with Section 7.18.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable after the date hereofreasonably practicable, but in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) of promulgated under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")Act) from after the date of this Agreement, Parent shall cause Merger Sub to, and Merger Sub shall, commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer for all of the outstanding shares of Company Common Stock (other than shares of Company Common Stock described in Section 3.1(b)) for a price per share of Company Common Stock equal to reflect the terms set forth Offer Price (as adjusted as provided in Section 1.1(f)). The date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 promulgated under the Exchange Act, is referred to in this AgreementAgreement as the “Offer Commencement Date.” (b) Subject to Section 1.1(d), as promptly as practicable on the Minimum Condition later of: (i) the earliest date as of which Merger Sub is permitted under applicable Law to accept for payment shares of Company Common Stock tendered pursuant to the Offer and (ii) the other earliest date as of which each of the conditions set forth in Annex A hereto and other related terms and Purchaser and I (the “Offer Conditions”) shall have been satisfied or waived, Merger Sub shall (and Parent shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"Merger Sub to), unless extended accept for payment all shares of Company Common Stock tendered pursuant to the terms of this AgreementOffer (and not validly withdrawn). The Subject to the immediately preceding sentence, the obligation of Merger Sub to accept for payment and to pay for any Shares validly shares of Company Common Stock tendered and not withdrawn prior pursuant to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) Sub of each of the following Offer Conditions (and shall not be subject to any other conditions: ). Promptly after the acceptance for payment of any shares of Company Common Stock tendered pursuant to the Offer, Merger Sub shall pay for such shares of Company Common Stock. (c) Parent and Merger Sub expressly reserve the right to increase the Offer Price, waive any Offer Condition or amend, modify or supplement any of the Offer Conditions or terms of the Offer; provided, however, that notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Merger Sub shall (without the prior written consent of the Company): (i) there being validly tendered and not withdrawn prior to decrease the expiration of the Offer that number of shares of Company Common Stock whichsought to be purchased by Merger Sub in the Offer; (ii) reduce the Offer Price; (iii) extend or otherwise change the expiration date of the Offer (except to the extent permitted or required pursuant to Section 1.1(d)); (iv) change the form of consideration payable in the Offer; (v) amend, together modify or supplement any of the Offer Conditions or terms of the Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the holders of shares of Company Common Stock; or (vi) amend or waive the Minimum Condition (as defined in Annex I). (d) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Date”) that is twenty (20) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act ) after the Offer Commencement Date. Notwithstanding the foregoing, (i) Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff, the NYSE or The Nasdaq Global Market (“Nasdaq”) that is applicable to the Offer; provided, that in no event shall Merger Sub be required to extend the Offer beyond the Walk-Away Date, (ii) Merger Sub may, in its sole discretion and regardless of whether the Minimum Condition has been satisfied, extend the Offer for one period of no more ten (10) business days; provided, that in no event shall Merger Sub extend the Offer beyond the Walk-Away Date, (iii) if, on the Initial Expiration Date, the Minimum Condition is not satisfied, then, to the extent requested in writing by the Company no less than two (2) business days prior to the Initial Expiration Date, Merger Sub shall extend the Offer for one period of no more than ten (10) business days, (iv) if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire (an “Extended Expiration Date”), as applicable, (A) any Offer Condition is not satisfied or waived and this Agreement has not been terminated in accordance with its terms, Merger Sub may, in its discretion, extend the Offer for one or more periods of no more than ten (10) business days each until the date on which the Offer Conditions are satisfied or waived or (B) the Minimum Condition has been satisfied but the Spin-Off or the Trust Transfer has not been completed, Merger Sub shall extend the Offer from time to time for one or more periods until the earliest of (1) the date on which the Spin-Off or the Trust Transfer has been completed and (2) September 30, 2008, and (v) Merger Sub may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 promulgated under the Exchange Act following the first time that Merger Sub accepts for payment any shares of Company Common Stock then owned by Purchasertendered pursuant to the Offer (the “Acceptance Time”), and, if immediately following the Acceptance Time, Parent, Merger Sub or any affiliates thereof, represents at least a majority and their respective Subsidiaries own less than ninety percent (90%) of the total number of shares of Company Common Stock outstanding on at that time (which shares beneficially owned shall include shares tendered in the Offer and not withdrawn), to the extent reasonably requested by the Company, Merger Sub shall provide for a fully-diluted basis subsequent offering period of at least ten (10) business days. Subject to the "MINIMUM CONDITION"); terms and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition this Agreement and the satisfaction or waiver by Purchaser or Offer, Parent shall cause Merger Sub of the other conditions of the Offer set forth in Annex A heretoto, and Merger Sub shall consummate the Offer in accordance with its terms and shall, accept for payment and pay for all Shares shares of Company Common Stock validly tendered and not withdrawn during such subsequent offering period as promptly following as practicable after any such shares of Company Common Stock are tendered during such subsequent offering period and in any event in compliance with Rule 14e-1(c) promulgated under the acceptance Exchange Act. Without the prior written consent of Shares the Company, neither Parent nor Merger Sub shall accept for payment pursuant or pay for any shares of Company Common Stock in the Offer if, as a result, Parent and Merger Sub would acquire less than the number of shares of Company Common Stock necessary to satisfy the Minimum Condition. (e) The Offer may be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), but only if this Agreement is validly terminated in accordance with Section 8.1. (f) The Offer Price shall be adjusted to the Offer. extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to shares of Company Common Stock occurring or having a record date on or after the date of this Agreement and prior to the payment by Merger Sub for the shares of Company Common Stock; provided that this subsection (f) shall not affect or supersede the provisions of Section 6.2(b)(i) hereof. (g) The aggregate Offer Price to be paid by Parent and Merger Sub in the Offer for all issued and outstanding shares of Company Common Stock shall be made by means of equal to, and not exceed, $310,000,000. On or prior to the Offer toCommencement Date, Parent and the Company shall cooperate and mutually agree in good faith on (i) the calculation for determining the per share Offer Price, (ii) the actual per share Offer Price resulting from such calculation and (iii) whether and how any adjustment mechanism will be applied to such calculation.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.18.01, Purchaser shall amendMerger Sub shall, and Purchaser Parent shall cause Merger Sub to amendto, on or before the Offer to Purchase as soon as practicable date that is ten (10) Business Days after the date hereofof the initial public announcement of this Agreement, but in no event later than five commence (5) business days (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"“Exchange Act”)) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 Offer. (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. b) The obligation obligations of Merger Sub to, and of Parent to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, cause Merger Sub or any affiliates thereofto, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for any Shares pursuant to the Offer is subject to the terms and the satisfaction or waiver (as provided in Section 1.01(c) below) of the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement). On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn promptly following the acceptance of Shares for payment pursuant to the OfferOffer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined below) and in compliance with applicable Law (as defined below). The Offer shall be made by means acceptance for payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay the Cash Consideration for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares, or (vi) extend the Expiration Date (as defined below) except as required or permitted by Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.01(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.01(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (10) Business Days each (as defined below) (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined below). Nothing in this Section 1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. (f) At or prior to the Acceptance Time, Parent will authorize and duly adopt, execute and deliver, and will ensure that a duly qualified Rights Agent executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such Rights Agent (provided that such revisions are not, individually or in the aggregate, detrimental to any CVR holder).

The Offer. (a) Promptly following As soon as reasonably practicable after the execution and delivery of this AgreementSPA Effective Date hereof but no later than the Mailing Date, the Purchaser shall amendmake an offer to all holders in Canada, the United States under any available exemption under U.S. federal or state law from the requirement to prepare a full tender offer document, and such other jurisdictions as the Purchaser shall cause Merger Sub may determine, to amendpurchase all of the outstanding Sterlite Gold Shares (or Holdco Shares), the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or including any greater amount per Share paid Sterlite Gold Shares that may become outstanding pursuant to the exercise of any currently outstanding convertible or exchangeable securities, on substantially the terms and conditions set out in this Agreement and in Schedule A hereto (the “Offer”). The Offer being hereinafter referred to as the "OFFER PRICE"), will be made in accordance with Applicable Law. The Offer shall not be subject to any applicable withholding conditions, save and except for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related Schedule A. The Offer shall be open for acceptance until 12:01 a.m. (Toronto time) on the 36th day after the day that the Offer is first commenced within the meaning of the Securities Act (Ontario). The Purchaser shall, subject to the terms and conditions hereof, extend the Offer if, on the date upon which the Offer is scheduled to expire, any of the conditions to the Offer are not satisfied or waived by the Purchaser, until such time, no later than the Outside Date, as may be required for the satisfaction of any condition as determined by the Purchaser, acting reasonably (the time at which the Offer, as it may be extended, expires being referred to as its “Expiry Time”). The Purchaser and Merger Sub shall cause not be required to extend the Offer pursuant to the preceeding sentence if it were impossible for a condition that is unsatisfied as of the expiry of the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant be satisfied on or prior to the Outside Date. The Offer shall provide that it is to be exclusively governed by the laws of Ontario and the federal laws of Canada therein, excluding conflict of laws rules. The term “Offer” shall include any amendments to, or extensions of, such Offer, made in accordance with the terms and conditions of this Agreement. The obligation of Merger Sub to accept for payment Purchaser shall take up and to pay for any Shares the securities validly tendered and not withdrawn prior to the expiration of deposited under the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, forthwith upon the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other all conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to under the Offer. The Offer shall be made by means of the Offer to.

The Offer. (a) Promptly following Yamana shall promptly publicly announce its intention to amend the execution Original Offer, subject to the terms and delivery of this Agreementconditions set forth below, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price consideration payable thereunder to 2.235 Yamana Common Shares and C$7.00 in cash for each Share. The conditions of the Original Offer will be replaced by the conditions set out in Schedule A. The Notice of Variation and Extension shall also contain an amendment to Section 13 of the Offer portion of the Circular to replace the phrase "in its sole discretion" with the phrase "in its reasonable discretion". Yamana will not be required to make the Offer in any jurisdiction where it would be illegal to do so. (b) Yamana shall prepare the Notice of Variation and Extension in both the English and French languages and amendments to the Schedule TO and the Form F-10, in all material respects in accordance with applicable securities laws in Canada, the United States and the United Kingdom, including the 1933 Act and the 1934 Act (collectively, "Applicable Securities Laws"). Yamana shall mail the Notice of Variation and Extension in accordance with Applicable Securities Laws to each registered holder of Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Toronto time) on September 28, 2007 (such time on such date being referred to herein as the "Latest Mailing Time"); provided, however, that if the mailing of the Notice of Variation and Extension is delayed by reason of Meridian not having provided to Yamana the Directors' Circular referred to in Section 2.1(h)(v) as well as any information pertaining to Meridian that is necessary for the Offer completion of the Notice of Variation and Extension by Yamana, then the Latest Mailing Time shall be extended to $13.50 per Share 11:59 p.m. on the second business day following the date on which Meridian supplies such necessary documents, information or other assistance. (c) Prior to the printing of the Notice of Variation and Extension and the filing of the amendment to the Schedule TO, Yamana shall provide Meridian with a reasonable opportunity to review and comment on such amount documents, recognizing that whether or any greater amount per Share paid pursuant not such comments are appropriate will be determined by Yamana, acting reasonably. (d) Yamana agrees that, provided all of the conditions to the Offer being hereinafter referred set out in Schedule A hereto shall have been satisfied or waived, Yamana shall take up and pay for all of the Shares tendered under the Offer promptly and in any event no later than two business days following the time at which it becomes entitled to as take up such Shares under the "OFFER PRICE"), subject Offer pursuant to any applicable withholding Laws. (e) The Offer shall be made in accordance with Applicable Securities Laws and shall expire not earlier than midnight (Toronto time) (which for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, shall mean the parties hereto agree that restricted stock end of the Company day) on the later of ("RESTRICTED STOCK"i) October 12, 2007 and (ii) the date that is 10 business days (as determined in accordance with Rule 14d-1 under the ▇▇▇▇ ▇▇▇) following the mailing of the Notice of Variation and Extension in respect of the Offer; provided that, Yamana shall extend the period during which Shares may be tendered deposited under the Offer (such time, as it may be extended, is referred to herein as the "Expiry Time"). Yamana shall use all reasonable efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. (f) Yamana may, in its sole discretion, modify or waive any term or condition of the Offer; provided that Yamana shall not, without the prior consent of Meridian, increase or decrease the Minimum Deposit Condition, impose additional conditions to the Offer, decrease the consideration per Share, decrease the number of Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to increase the total consideration per Share or add additional consideration) or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty does not include a waiver of a condition other than the Minimum Deposit Condition) in a manner which is adverse to the Shareholders. (g) If at the Expiry Time all of the conditions to the Offer set out in Schedule A hereto shall have been satisfied or waived but the number of Shares validly deposited pursuant to the Offer and be acquired by Merger Sub not withdrawn at the Expiry Time is less than 90% of the Shares outstanding calculated on a fully diluted basis, Yamana will, subject to Applicable Securities Laws, provide a subsequent offering period of not less than 15 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), provided that if the number of shares validly deposited pursuant to the OfferOffer and not withdrawn at the Expiry Time constitutes less than 662/3% of the Shares outstanding calculated on a fully diluted basis, such subsequent offering period shall be 20 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), in either case to permit Shareholders who had not tendered their Shares prior to the Expiry Time to so tender. (bh) Provided that The obligation of Yamana to amend the Original Offer is conditional on the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Yamana and any or all of which may be waived by Yamana in whole or in part in its sole discretion (other than the condition set out in Section 2.1(h)(iii) below, which must be waived if Yamana has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(h)(vi) below, which may be waived only with the consent of Meridian) without prejudice to any other right it may have under this Agreement Agreement: (i) the obligations of Yamana hereunder shall not have been terminated in accordance with pursuant to Section 7.1; (ii) no change, Purchaser effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Yamana, a Yamana Subsidiary or any Person acting jointly or in concert with Yamana) shall amendhave occurred that would render it impossible for one or more of the conditions set out on Schedule A hereto to be satisfied; (iii) assurances satisfactory to Yamana, acting reasonably, shall have been received by Yamana that all waivers, rulings or orders necessary for Yamana to amend the Original Offer and Purchaser to mail to the Shareholders the Notice of Variation and Extension have been or will be obtained from all applicable securities commissions or other regulatory authorities; (iv) the Meridian Board of Directors shall cause Merger Sub to amend, have unanimously recommended that Shareholders accept the Offer to Purchase as soon as practicable after and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner that has substantially the date hereof, but same effect or taken any other action or made any other public statement in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together connection with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from Offer subsequent to the date of this AgreementAgreement inconsistent with such recommendation; (v) the Meridian Board of Directors shall have prepared and approved in final form, printed for distribution to reflect Shareholders and delivered to Yamana for mailing with the terms set forth in this Agreement, the Minimum Condition Notice of Variation and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 Extension an amended directors' circular (the "EXPIRATION DATEDirectors' Circular"), unless extended ) unanimously recommending that Shareholders accept the Offer; (vi) Yamana shall not have the right to terminate this Agreement pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior Section 7.1(f) without giving effect to the expiration of cure period provided therein); and (vii) no cease trade order, injunction or other prohibition at Law shall exist against Yamana making the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser taking up or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept paying for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to deposited under the Offer. Prior to printing the Directors' Circular, Meridian shall provide Yamana with a reasonable opportunity to review and comment on it, recognizing that whether or not such comments are appropriate will be determined by Meridian, acting reasonably. The Offer Directors' Circular shall be made by means include a copy of the Offer towritten fairness opinion of each of BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and ▇▇▇▇▇▇▇, Sachs & Co. referred to below.

The Offer. (a) Promptly following Subject to the execution terms and delivery of conditions set forth in this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (promptly as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as reasonably practicable after the date hereofof this Agreement, but in no event later than five ten (510) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from Business Days after the date of this Agreement, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to reflect purchase any and all outstanding Shares at a price per Share equal to the terms set forth in this AgreementOffer Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment, and pay for, Shares tendered pursuant to the Minimum Condition and Offer are subject only to the other satisfaction or waiver of each of the conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause (the “Offer Conditions”). (b) The initial expiration date of the Offer to remain open for a period through March 16, 2007 shall be the twentieth (20th) Business Day following the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration commencement of the Offer (determined using Exchange Act Rules 14d-1(g)(3) and 14d-2) (such date being the initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of the Offer as it so extended, also an “Expiration Date”). Notwithstanding the foregoing, if, on the initial Expiration Date or any subsequent Expiration Date, all of the Offer Conditions have not been satisfied or waived (other than any Offer Conditions that by their nature cannot be satisfied until the closing of the Offer, which shall be required to be satisfied or waived at the closing of the Offer), then Merger Sub shall, and Parent shall cause Merger Sub to, subject to the rights of the parties under Article 8, extend (and re-extend) the Offer and its Expiration Date beyond the initial Expiration Date or such subsequent Expiration Date until the date all of the Offer Conditions are satisfied or waived (other than any Offer Conditions that by their nature cannot be satisfied until the closing of the Offer, which shall be required to be satisfied or waived at the closing of the Offer); provided that any such extension (i) shall be in increments determined by Merger Sub of not more than ten (10) Business Days and (ii) shall not extend beyond the Walk Away Date. The Offer may not be terminated prior to its Expiration Date (as such Expiration Date may be extended and re-extended in accordance with this Agreement), unless this Agreement is validly terminated in accordance with Article 8. In no event shall Merger Sub extend the requirements of this Section 1.1(b)Offer beyond the date that is five (5) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn Business Days prior to the expiration Walk Away Date without the prior written consent of the Offer that number of shares of Common Stock whichCompany in its sole discretion. Notwithstanding the foregoing, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority subject to the rights of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A heretoparties under Article 8, Merger Sub shall consummate extend the Offer, and Parent shall cause Merger Sub to extend the Offer, for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer in accordance or any period required by any other Law. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. Merger Sub shall, and Parent shall cause Merger Sub to, comply with its terms the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the foregoing, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and pay for all Shares validly tendered and not properly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means as promptly as practicable following the later of: (i) the earliest date as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the Offer Conditions shall have been satisfied or waived. (d) Merger Sub may, in its sole discretion (and without any required consent of the Company, but subject to the terms set forth in this Section 1.1(d)), elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (each a “Subsequent Offering Period”) following the Acceptance Time if (i) Merger Sub shall have complied with all of the conditions of Rule 14d-11 under the Exchange Act and (ii) at the commencement of any Subsequent Offering Period (or extension thereof) the number of Shares owned by Parent, Merger Sub and their respective Subsidiaries (including any Shares beneficially owned by any of the foregoing and including all Shares validly tendered and not properly withdrawn at the Acceptance Time) represent less than 90% of the then outstanding number of Shares; provided, however, that if Merger Sub is required to exercise the Top-Up Option pursuant to Section 1.4(c), Merger Sub shall not be permitted to provide for a Subsequent Offering Period. If immediately following the Acceptance Time, Parent, Merger Sub and their respective Subsidiaries own more than 70% but less than 90% of the Shares outstanding at that time (which shall include (i) shares beneficially owned by Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at or prior to the expiration of the Offer by Parent, Merger Sub or their respective Subsidiaries, as the case may be, and (ii) shares validly tendered in the Offer and not properly withdrawn at the Acceptance Time), to the extent requested by the Company, Merger Sub shall provide for, and Parent shall cause Merger Sub to provide for, a Subsequent Offering Period of ten (10) Business Days; provided, however, that if Merger Sub is required to exercise the Top-Up Option pursuant to Section 1.4(c), the Company shall not have the right to request a Subsequent Offering Period; provided, further that the Company shall not have the right to request a Subsequent Offering Period if such Subsequent Offering Period would extend beyond the date that is five (5) Business Days prior to the Walk Away Date without the prior written consent of Parent (which consent may be withheld in its sole discretion). Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not properly withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in any event in compliance with Rule 14d-11(c) promulgated under the Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price and/or to modify the other terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, do any of the following: (i) reduce the number of Shares subject to the Offer; (ii) reduce the Offer Price; (iii) amend, change or waive the Minimum Tender Condition; (iv) except as expressly provided in Section 1.1(b), extend or otherwise change the Expiration Date, except (A) as required by applicable Law (including for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof) or (B) in connection with an increase of the Offer Price; (v) change the form of consideration payable in the Offer; (vi) impose any condition to the Offer other than the Offer Conditions; or (vii) otherwise amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner adverse to holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of the Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions. (f) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall (i) contain or incorporate by reference an offer to purchase and a related letter of transmittal and summary advertisement and such other information or documents as required by Law (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, being referred to as the “Offer Documents”) and (ii) be in form reasonably satisfactory to the Company. The Company shall as promptly as practicable upon request of Parent, provide Parent and Merger Sub with all information concerning the Company that is required to be included in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of applicable U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent necessary such that the Offer Documents do not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents each time before they are filed with the SEC and/or disseminated to holders of Shares (and the Company and its counsel shall provide any comments thereon as soon as reasonably practicable, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel). Parent and Merger Sub shall provide to the Company and its counsel copies of any written comments or telephonic notification of any oral comments or other communications Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications, shall consult with the Company and its counsel prior to responding to any such comments or other communications, and shall provide the Company with copies of all written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel, provided that Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the response of Parent and Merger Sub to any such comments or other communications and to provide comments on that response (to which reasonable and good faith consideration shall be given by Parent and Merger Sub). (g) Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall terminate or withdraw the Offer without the prior written consent of the Company in its sole discretion, except that in the event this Agreement is terminated pursuant to Section 8.1, Merger Sub shall promptly (and in any event within one (1) Business Day) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the purchase of Shares in the Offer, Merger Sub shall promptly return, or cause any depositary acting on behalf of Merger Sub to return, all tendered Shares to the tendering stockholders. (h) The Offer Price shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock effected by the Company in accordance with the terms and conditions of this Agreement and occurring (or for which a record date is established) after the date of this Agreement and prior to the payment by Merger Sub for the Shares validly tendered and not properly withdrawn in connection with the Offer.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend9.1 and the Company is prepared in accordance with Section 2.2(a) to file with the SEC, and Purchaser shall cause to disseminate to the Stockholders, the Schedule 14D-9 on the same date as Merger Sub to amendcommences the Offer, the Offer to Purchase as soon promptly as practicable after the date hereof, (but in no event later than five 10 Business Days) after the date hereof, Merger Sub shall, and Parent shall cause Merger Sub to, commence (5) business days (as defined in within the meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunderAct), the "EXCHANGE ACT")Offer. (b) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation obligations of Merger Sub to, and of Parent to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, cause Merger Sub or any affiliates thereofto, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for any shares of Company Common Stock pursuant to the Offer are subject to the terms and the satisfaction or waiver (as provided in Section 2.1(c) below) of the conditions set forth in Annex I (the “Offer Conditions”). On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares shares of Company Common Stock validly tendered and not validly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer (the “Tendered Shares”) as promptly as practicable on or after the Expiration Date. The acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on a timely basis funds necessary to purchase and pay for any and all shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the shares so tendered are registered if the Person tendering such shares shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such shares or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective controlled Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (c) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the maximum number of shares of Company Common Stock subject to or sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions, (iv) waive, modify or amend the Minimum Condition or the Antitrust and Judgment/Illegality Conditions (other than the condition in sub-clause (c)(ii)(1) of Annex I which may be waived by Parent and Merger Sub in their sole discretion), (v) amend any other term of the Offer in a manner that is materially adverse to the Stockholders, (vi) extend or otherwise change the Expiration Date except as required or permitted by Section 2.1(e) or (vii) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be terminated prior to the Expiration Date, unless this Agreement is validly terminated in accordance with Section 9.1. (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, forms of the letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the Stockholders to the extent required by means applicable Law. The Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Company Subsidiaries and the Stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 2.1(d), including communication of the Offer to the record and beneficial Stockholders. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel with any comments that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Unless extended or earlier terminated pursuant to and in accordance with the terms of this Agreement, the Offer shall remain open until one minute after 11:59 p.m., New York City time, on the 20th Business Day (for purposes of this Section 2.1(e), calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Agreement or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) if as of the then-effective Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied or waived by Parent or Merger Sub if permitted hereunder, then Merger Sub may, and Parent may cause Merger Sub to, in the Parent’s and Merger Sub’s sole discretion and without the consent of the Company, extend the Offer on one or more occasions in consecutive increments of not more than 20 Business Days each (the length of such period to be determined by Parent and Merger Sub in their discretion), or for such longer period as the parties may agree in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Conditions, other than the Minimum Condition), (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for (x) the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff and (y) periods of not more than 10 Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions in consecutive increments of not more than 10 Business Days each; provided that Merger Sub shall not in any event be required to, and Parent shall not in any event be required to cause Merger Sub to, extend the Offer beyond the Outside Date; provided further that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Initial Expiration Date on more than three occasions, not to exceed an aggregate of 30 Business Days (provided that each such extension will be 10 Business Days unless the Company agrees otherwise), if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived, other than the Minimum Condition and conditions which by their nature are to be satisfied at the expiration of the Offer. In the event that this Agreement is validly terminated pursuant to Section 9.1, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within 24 hours of such termination), irrevocably and unconditionally terminate the Offer, shall not acquire any shares of Company Common Stock pursuant to the Offer and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all Tendered Shares to the registered holders thereof.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1Article VII, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable after the date hereof, of this Agreement but in no event later more than five ten (510) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from Business Days after the date of this Agreement, to reflect Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (b) In accordance with the terms set forth in and conditions of this Agreement, and subject only to the Minimum Condition satisfaction or waiver (to the extent such waiver is permitted by this Agreement and applicable Law) of the other conditions set forth in Annex A hereto and I (collectively, the “Offer Conditions”) and, for the avoidance of doubt, no other related terms and Purchaser and conditions, Merger Sub shall (and Parent shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"Merger Sub to), unless extended pursuant to at or as promptly as practicable following the terms of this Agreement. The obligation of Merger Sub to Expiration Time, irrevocably accept for payment (such time of acceptance for payment, the “Offer Acceptance Time”) and, at or as promptly as practicable following the Offer Acceptance Time (and to in any event within three (3) Business Days) pay for any Shares all shares of Company Common Stock validly tendered and not properly withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Parent shall provide or cause to be provided to Merger Sub, at the Offer Acceptance Time and on a timely basis at all times thereafter, the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement and subject only to the Minimum Condition and the other Offer Conditions. Merger Sub expressly reserves the exclusive right to (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition, the Termination Condition or the conditions set forth in clause (b) or (d) of Annex I and (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to, (A) except as otherwise required or expressly permitted by Section 1.01(f), decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of shares of Company Common Stock sought to be purchased in the Offer, (D) impose any conditions to the Offer other than the Offer Conditions, (E) amend, modify or supplement any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, the holders of Company Common Stock, (F) amend, modify or waive the Minimum Condition, the Termination Condition or the conditions set forth in clause (b) or (d) of Annex I, (G) except as otherwise required or expressly permitted by Section 1.01(e), extend or otherwise change the Expiration Time or (H) otherwise amend, modify or supplement any of the other terms of the Offer in any manner that adversely affects, or would reasonably be expected to adversely affect, the holders of Company Common Stock. The Offer may not be terminated prior to its scheduled Expiration Time, unless this Agreement is terminated in accordance with Article VII. (d) The Offer shall expire at midnight (New York City time) (i.e., one minute after 11:59 p.m. New York City time) on the date that is twenty business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (such initial expiration date and time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and in accordance with Section 1.01(e), the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). (e) Subject to each party hereto’s respective rights to terminate the Agreement pursuant to Article VII: (i) If, at the then-scheduled Expiration Time, any of the Offer Conditions has not been satisfied or waived by Parent and Merger Sub (to the extent such waiver is permitted under this Agreement and applicable Law), then (x) Merger Sub may, in its sole discretion (and without the consent of the Company or any other Person) and (y) upon the Company’s written request, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions in consecutive increments of up to ten (10) Business Days each (each such increment to end at 5:00 p.m., New York City time, on the last Business Day of such increment) in order to permit the satisfaction of such Offer Condition(s); provided, however, that (i) Merger Sub shall not be required to extend the Offer to a date later than the Outside Date and Merger Sub shall not be permitted to extend the offer to a date later than the Outside Date without the prior written consent of the Company and (ii) if at any then scheduled expiration of the Offer, all of the Offer Conditions (other than the Minimum Condition and any Offer Conditions that are by their nature to be satisfied at the Offer Acceptance Time) have been satisfied or waived (to the extent permitted by this Agreement and applicable Law) and the Minimum Condition has not been satisfied, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) extend the Offer for more than three additional consecutive increments of ten (10) Business Days (or such shorter periods as may be agreed to by the Company and Merger Sub); (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or The NASDAQ Global Select Market (the “NASDAQ”) or its staff; and (iii) Merger Sub shall not, and Parent shall not permit Merger Sub to, extend the Offer in any manner except as required or expressly permitted pursuant to this Section 1.01(e). (f) The Offer Price shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of shares of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action. (g) In the event that this Agreement is terminated in accordance with Article VII, Merger Sub shall (and Parent shall cause Merger Sub to) as promptly as practicable (and in any event within one (1) Business Day of such termination) irrevocably and unconditionally terminate the Offer, and shall not acquire any shares of Company Common Stock pursuant to the Offer and shall cause any depository acting on behalf of Parent or Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock to the registered holders thereof. (h) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (the Schedule TO, together with all documents included therein pursuant to which the Offer will be made, and all amendments and supplements thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of shares of Company Common Stock. Each of Parent, Merger Sub and the Company agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent such party becomes aware that such information shall have become false or misleading in any material respect, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable Law. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub or Parent’s legal counsel any information concerning the Company and the Company’s Subsidiaries that is required by the Exchange Act to be set forth in the Offer Documents or that is reasonably requested by Parent or Merger Sub in connection with any action contemplated by this Section 1.01(h). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub agree to provide the Company and its counsel with any comments (including a summary of any oral comments) that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Merger Sub shall give the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any comments of the SEC or its staff with respect to the Offer Documents, and Parent and Merger Sub shall respond promptly to any such comments. (i) Each of Parent, Merger Sub, the Company and the paying agent with respect to the Offer shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to the Offer such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986 (the “Code”) and the rules and regulations promulgated thereunder, or under any provision of state, local or non-U.S. Tax Law. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

The Offer. (a) Promptly following Yamana shall promptly publicly announce its intention to amend the execution Original Offer, subject to the terms and delivery of this Agreementconditions set forth below, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price consideration payable thereunder to 2.235 Yamana Common Shares and C$7.00 in cash for each Share. The conditions of the Original Offer will be replaced by the conditions set out in Schedule A. The Notice of Variation and Extension shall also contain an amendment to Section 13 of the Offer portion of the Circular to replace the phrase “in its sole discretion” with the phrase “in its reasonable discretion”. Yamana will not be required to make the Offer in any jurisdiction where it would be illegal to do so. (b) Yamana shall prepare the Notice of Variation and Extension in both the English and French languages and amendments to the Schedule TO and the Form F-10, in all material respects in accordance with applicable securities laws in Canada, the United States and the United Kingdom, including the 1933 Act and the 1934 Act (collectively, “Applicable Securities Laws”). Yamana shall mail the Notice of Variation and Extension in accordance with Applicable Securities Laws to each registered holder of Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Toronto time) on September 28, 2007 (such time on such date being referred to herein as the “Latest Mailing Time”); provided, however, that if the mailing of the Notice of Variation and Extension is delayed by reason of Meridian not having provided to Yamana the Directors’ Circular referred to in Section 2.1(h)(v) as well as any information pertaining to Meridian that is necessary for the Offer completion of the Notice of Variation and Extension by Yamana, then the Latest Mailing Time shall be extended to $13.50 per Share 11:59 p.m. on the second business day following the date on which Meridian supplies such necessary documents, information or other assistance. (c) Prior to the printing of the Notice of Variation and Extension and the filing of the amendment to the Schedule TO, Yamana shall provide Meridian with a reasonable opportunity to review and comment on such amount documents, recognizing that whether or any greater amount per Share paid pursuant not such comments are appropriate will be determined by Yamana, acting reasonably. (d) Yamana agrees that, provided all of the conditions to the Offer being hereinafter referred set out in Schedule A hereto shall have been satisfied or waived, Yamana shall take up and pay for all of the Shares tendered under the Offer promptly and in any event no later than two business days following the time at which it becomes entitled to as take up such Shares under the "OFFER PRICE"), subject Offer pursuant to any applicable withholding Laws. (e) The Offer shall be made in accordance with Applicable Securities Laws and shall expire not earlier than midnight (Toronto time) (which for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, shall mean the parties hereto agree that restricted stock end of the Company day) on the later of ("RESTRICTED STOCK"i) October 12, 2007 and (ii) the date that is 10 business days (as determined in accordance with Rule 14d-1 under the 1▇▇▇ ▇▇▇) following the mailing of the Notice of Variation and Extension in respect of the Offer (such time, as it may be tendered extended, is referred to herein as the “Expiry Time”). Yamana shall use all reasonable efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. (f) Yamana may, in its sole discretion, modify or waive any term or condition of the Offer; provided that Yamana shall not, without the prior consent of Meridian, increase or decrease the Minimum Deposit Condition, impose additional conditions to the Offer, decrease the consideration per Share, decrease the number of Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to increase the total consideration per Share or add additional consideration) or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty does not include a waiver of a condition other than the Minimum Deposit Condition) in a manner which is adverse to the Shareholders. (g) If at the Expiry Time all of the conditions to the Offer set out in Schedule A hereto shall have been satisfied or waived but the number of Shares validly deposited pursuant to the Offer and be acquired by Merger Sub not withdrawn at the Expiry Time is less than 90% of the Shares outstanding calculated on a fully diluted basis, Yamana will, subject to Applicable Securities Laws, provide a subsequent offering period of not less than 15 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), provided that if the number of shares validly deposited pursuant to the OfferOffer and not withdrawn at the Expiry Time constitutes less than 662/3% of the Shares outstanding calculated on a fully diluted basis, such subsequent offering period shall be 20 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), in either case to permit Shareholders who had not tendered their Shares prior to the Expiry Time to so tender. (bh) Provided that The obligation of Yamana to amend the Original Offer is conditional on the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Yamana and any or all of which may be waived by Yamana in whole or in part in its sole discretion (other than the condition set out in Section 2.1(h)(iii) below, which must be waived if Yamana has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(h)(vi) below, which may be waived only with the consent of Meridian) without prejudice to any other right it may have under this Agreement Agreement: (i) the obligations of Yamana hereunder shall not have been terminated in accordance with pursuant to Section 7.1; (ii) no change, Purchaser effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Yamana, a Yamana Subsidiary or any Person acting jointly or in concert with Yamana) shall amendhave occurred that would render it impossible for one or more of the conditions set out on Schedule A hereto to be satisfied; (iii) assurances satisfactory to Yamana, acting reasonably, shall have been received by Yamana that all waivers, rulings or orders necessary for Yamana to amend the Original Offer and Purchaser to mail to the Shareholders the Notice of Variation and Extension have been or will be obtained from all applicable securities commissions or other regulatory authorities; (iv) the Meridian Board of Directors shall cause Merger Sub to amend, have unanimously recommended that Shareholders accept the Offer to Purchase as soon as practicable after and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner that has substantially the date hereof, but same effect or taken any other action or made any other public statement in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together connection with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from Offer subsequent to the date of this AgreementAgreement inconsistent with such recommendation; (v) the Meridian Board of Directors shall have prepared and approved in final form, printed for distribution to reflect Shareholders and delivered to Yamana for mailing with the terms set forth in Notice of Variation and Extension an amended directors’ circular (the “Directors’ Circular”) unanimously recommending that Shareholders accept the Offer; (vi) Yamana shall not have the right to terminate this AgreementAgreement pursuant to Section 7.1(f) without giving effect to the cure period provided therein); and (vii) no cease trade order, the Minimum Condition and the injunction or other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub prohibition at Law shall cause exist against Yamana making the Offer to remain open or taking up or paying for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to deposited under the Offer. Prior to printing the Directors’ Circular, Meridian shall provide Yamana with a reasonable opportunity to review and comment on it, recognizing that whether or not such comments are appropriate will be determined by Meridian, acting reasonably. The Offer Directors’ Circular shall be made by means include a copy of the Offer towritten fairness opinion of each of BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc. and G▇▇▇▇▇▇, Sachs & Co. referred to below.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.17.1 and subject to the provisions of this Agreement, Purchaser including without limitation ANNEX A, no later than five business days after the date hereof Parent shall amendcause Sub to, and Purchaser Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act")) a tender offer (the "Offer") to purchase all issued and outstanding Shares, at a price per Share of $20.50 (such amount, or any greater amount per Share paid pursuant to the Offer, the "Per Share Price") net to each seller in cash. Subject to the provisions of this Agreement, including without limitation ANNEX A, Parent shall cause Merger Sub to, and Sub shall, use its commercially reasonable best efforts to amend, consummate the Offer as soon as legally permissible and subject to Purchase the provisions of this Agreement, including without limitation ANNEX A, Parent shall cause Sub to, and Sub shall, accept for payment and pay the Per Share Price for any and all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer to Purchase (as defined in Section l.l(c)) and related letter of transmittal (the "Letter of Transmittal"). Sub expressly reserves the right to increase the Per Share Price payable in the Offer. (b) The obligation of Parent and Sub to consummate the Offer, and to accept for payment and pay for Shares tendered pursuant to the Offer, shall be subject to only those conditions set forth in ANNEX A. Sub may in its sole discretion waive any such condition other than the Minimum Condition (defined in ANNEX A) or the condition relating to the expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Sub shall not, without the prior written consent of the Company's Board of Directors (the "Board"), (i) impose conditions to the Offer in addition to those set forth in ANNEX A, (ii) decrease the Per Share Price, (iii) change the form of consideration (other than by adding consideration), (iv) reduce the number of Shares sought to be purchased in the Offer, (v) extend the expiration date of the Offer (except as provided below in this paragraph), or (vi) otherwise change any term of the Offer in any manner adverse to the holders of Shares, it being agreed that a waiver by Sub of any condition in whole or in part (other than the Minimum Condition) at any time and from time to time in its discretion shall not be deemed to be materially adverse to any holder of Shares. The Offer initially shall expire on the twentieth business day after its commencement; PROVIDED, HOWEVER, that Sub may, without the consent of the Company, (i) extend the Offer (on one or more occasions) beyond the scheduled expiration date if at any such date any of the conditions to Sub's obligation to purchase Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer to the extent required by any rule or regulation of the Securities and Exchange Commission (the "SEC") or (iii) extend the Offer (on a one-time basis only) for not more than five business days beyond the scheduled expiration date if all of the conditions thereto have been satisfied or waived and at least 51% but less than 90% of the outstanding Shares have been validly tendered and not properly withdrawn pursuant to the Offer; PROVIDED FURTHER that, notwithstanding anything in the foregoing proviso to the contrary, Sub may not, without the Company's prior written consent, (A) extend the expiration date of the Offer if the failure to meet any condition to the Offer was directly or indirectly caused by an act or omission of Parent or Sub that constitutes a breach of this Agreement or (B) effect any individual extension under clause (i) in excess of the amount of time reasonably believed by Parent to be necessary to satisfy such condition, which shall in no event exceed 10 business days; PROVIDED FURTHER that if Sub does not consummate the Offer on the initial expiration date, or any extension thereof, due to the failure of one or more conditions in any of paragraphs (b) or (c)(i) through (iv) of ANNEX A to be satisfied, Parent shall cause Sub to, and Sub shall, unless the Company shall have materially breached this Agreement and failed to cure such breach within 15 days of being notified thereof in writing, extend the Offer one or more times until the earlier of (i) 11:59 p.m. New York City time on the sixtieth calendar day after the date of this Agreement or (ii) two business days after such time as such condition or conditions are satisfied or waived; PROVIDED FURTHER that Sub shall not be obligated to extend the Offer pursuant to the foregoing proviso if the condition that has not been satisfied is not reasonably capable of being cured or satisfied at or prior to the sixtieth calendar day after the date of this Agreement. (c) On the date of commencement of the Offer, Parent and Sub shall file with the SEC with respect to the Offer a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1"), and shall take such steps as are reasonably necessary to cause the Offer to Purchase (defined below) to comply with applicable requirements of the federal securities laws and to be disseminated to the holders of Shares as and to the extent required by applicable federal securities laws. The Schedule 14D-1 shall contain an offer to purchase (the "Offer to Purchase") and forms of the related Letter of Transmittal and summary advertisement, as well as all other information and exhibits required by law (the Offer to Purchase and such other documents, together with any amendments or supplements thereto, collectively, the "Offer Documents"). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-1 and the Offer Documents prior to their being filed with the SEC or disseminated to the Company's stockholders. Parent and Sub shall provide the Company and its counsel with a copy of any written comments that Parent or Sub receives from the SEC or its staff with respect to the Schedule 14D-1 and the Offer Documents promptly after receipt of any such comments. (d) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (e) Sub may, at any time, transfer or assign to Parent or to one or more corporations directly or indirectly wholly-owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Parent or Sub of its obligations with respect to the Offer or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment in the Offer.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amendArticle 8, and Purchaser that no event shall have occurred and be continuing that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex A, no later than 5:30 p.m. Eastern Daylight Savings time on July 28, 2009, Parent shall cause Merger Sub to amendcommence, and Merger Sub shall commence (within the Offer to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together the “Exchange Act” )), the Offer. In the Offer, each Share accepted by Merger Sub in accordance with the rules terms of the Offer shall be exchanged for the right to receive from Merger Sub the Offer Price. Parent shall cause Merger Sub to accept for payment, and regulations promulgated thereunderMerger Sub shall accept for payment, all Shares which have been validly tendered and not withdrawn pursuant to the Offer as soon as practicable following the Expiration Date. Notwithstanding the above, the "EXCHANGE ACT")obligation of Merger Sub to accept for payment, and pay for all Shares tendered pursuant to the Offer shall be subject (x) from to the date condition that the number of this Agreement, Shares validly tendered and not withdrawn shall be at least the minimum number of Shares required to reflect the terms set forth in approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA (the “Minimum Condition Condition” ), and (y) to the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer A. The conditions to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A heretoare for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to the following sentence. Merger Sub expressly reserves the right to increase the amount of consideration payable in the Offer and to waive any condition of the Offer, except the Minimum Condition; provided that, Merger Sub, at its sole option, may waive such Minimum Condition (i) if the number of Shares validly tendered and not withdrawn shall be at least equal to the difference between (x) the minimum number of Shares required to approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA, less (y) the number of Shares subject to Support Agreements or (ii) with the prior written consent of the Company. The failure of Parent or Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. Without the prior written consent of the Company, Merger Sub shall consummate not decrease the amount of consideration payable in the Offer or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, impose additional conditions to the Offer or reduce the time period during which the Offer shall remain open. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered in the Offer. (b) On the date of commencement of the Offer, Parent and Merger Sub shall (i) file or cause to be filed with the SEC a combined Schedule 13E-3 and Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the “Schedule TO”) and related Offer to Purchase, form of letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and including any supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of all material disclosure relating to (i) the company financial advisor ▇▇▇▇▇ & Company LLC (including the amount of fees and other consideration that ▇▇▇▇▇ & Company LLC will receive upon consummation of or as a result of the Offer and the Merger, and the conditions therefor), (ii) the financial advisor ▇▇▇▇▇▇▇ & Company (including the amount of fees and other consideration that ▇▇▇▇▇▇▇ & Company shall receive in connection with the opinion referred to in Section 4.20), (iii) the opinions of each of ▇▇▇▇▇ & Company LLC and ▇▇▇▇▇▇▇ & Company referred to in Section 4.20 and (iv) the information that formed the basis for rendering each of such opinions, subject to the approval of the form of such disclosure by ▇▇▇▇▇ & Company LLC and ▇▇▇▇▇▇▇ & Company, respectively, such approval not to be unreasonably withheld or delayed. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub shall use their reasonable best efforts to cause the Schedule TO as so corrected, to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case, as soon as reasonably practicable and as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall provide the Company and its counsel with (i) any written comments or other communications, and shall inform them of any oral comments or other communications, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). (c) Subject to the terms and conditions thereof, the Offer shall remain open until at least midnight, New York City time, on the twentieth Business Day (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the date the Offer is commenced (the initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an “Expiration Date”); provided, however, that Merger Sub shall: (i) from time to time extend the Offer for one or more periods of up to 20 Business Days each, the length of each such period to be determined by Merger Sub in its terms sole discretion, if at the scheduled Expiration Date any of the conditions of the Offer, including the Minimum Condition and the conditions and requirements set forth in Annex A, shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. Merger Sub may, from time to time, extend the Offer for a period of no more than 20 days in the aggregate, if at the scheduled Expiration Date less than 80% of the number of Shares then outstanding less the number of shares held by persons subject to Support Agreements (the “Support Agreement Shares”) have been validly tendered and not withdrawn. Notwithstanding the above, in no event shall Merger Sub be required to, or shall Parent be required to cause Merger Sub to, extend the Offer beyond the Outside Date (as hereinafter defined). In no event shall Merger Sub extend the Offer beyond the Outside Date without the consent of the Company. Parent and Merger Sub shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment payment, and pay for for, all Shares validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of such Shares for payment pursuant to the Offer. The Offer shall be made by means terms and subject to the conditions of the Offer toand this Agreement. This paragraph shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent or Merger Sub to terminate this Agreement pursuant to Article VIII.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1ARTICLE VII, Purchaser shall amend, (and Purchaser Parent shall cause Merger Sub to amend, Purchaser to) commence (within the Offer to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with amended, and the rules and regulations promulgated thereunder, thereunder (the "EXCHANGE ACT"“Exchange Act”)) from the Offer to purchase all of the Shares at the Offer Price as promptly as reasonably practicable after the date of this Agreement, to reflect but in no event later than seven (7) Business Days after the terms set forth in initial public announcement of the execution of this Agreement (which initial public announcement shall occur no later than the first (1st) Business Day following execution and delivery of this Agreement). The obligations of Purchaser to accept for payment, and pay for, any Shares tendered pursuant to the Minimum Condition and Offer are subject to the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"“Offer Conditions”), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to Offer shall initially expire at 9:00 a.m. (New York City time) on the expiration date that is twenty-one (21) Business Days following the commencement of the Offer (as it may be extended in accordance with determined using Rule 14d-1(g)(3) promulgated under the requirements of this Section 1.1(b)Exchange Act) shall be subject only to (the satisfaction (“Initial Expiration Time”) or, in the case of clause (ii) belowevent the Initial Expiration Time has been extended pursuant to this Agreement, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered date and not withdrawn prior time to the expiration of which the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis has been so extended (the "MINIMUM CONDITION"); Initial Expiration Time, or such later date and (ii) time to which the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the Offer“Expiration Time”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Purchaser expressly reserve the right to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration to be paid in the Offer, (iii) reduce the maximum number of Shares subject to the Offer, (iv) impose conditions to the Offer in addition to the conditions set forth in Annex A hereto or modify or change any Offer Condition in a manner adverse in any material respect, to any Company’s stockholders, (v) change, modify or waive the Minimum Condition, (vi) except as otherwise provided in this Section 1.1, extend or otherwise change the expiration date of the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any Company’s stockholders or (viii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (b) Notwithstanding the foregoing Section 1.1(a)(vi), Purchaser shall (i) if requested in writing by the Company at least one (1) Business Day prior to the applicable Expiration Time, extend the Offer beyond the then-scheduled Expiration Time for periods of five (5) Business Days on each such occasion if any Offer Condition has not been satisfied or, to the extent permitted by this Agreement, waived, subject, however, to the parties’ respective rights to terminate this Agreement pursuant to ARTICLE VII; provided, that that the Company can only request two (2) such extensions if the Offer Condition that has not been satisfied is the Minimum Condition and (ii) extend the Offer for (x) any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the “SEC”) or the staff thereof or The NASDAQ Stock Market LLC (“NASDAQ”) applicable to the Offer and (y) periods of up to five (5) Business Days per extension until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any foreign antitrust or competition related Laws shall have expired or been terminated; provided, however, in each case, that in no event shall Purchaser (1) be required to extend the Offer (A) beyond March 18, 2014 (the “Walk-Away Date”) or (B) at any time following the valid termination of this Agreement pursuant to ARTICLE VII and (2) be permitted to extend the Offer beyond the Walk-Away Date without the prior written consent of the Company. (c) Notwithstanding the foregoing Section 1.1(a)(vi) and Section 1.1(b), Purchaser may, in its sole discretion, extend the Offer beyond the Initial Expiration Time for periods of five (5) Business Days on each such occasion; if, on or prior to any then-scheduled Expiration Time, any of the conditions to Purchaser’s obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived, subject, however, to the parties’ respective rights to terminate this Agreement pursuant to ARTICLE VII, provided, however, that in no event shall Purchaser (1) be required to extend the Offer (A) beyond the Walk-Away Date or (B) at any time following the valid termination of this Agreement pursuant to ARTICLE VII. (d) On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer, and shall cause Purchaser to perform, on a timely basis, all of Purchaser’s obligations under this Agreement. Parent and Purchaser shall, and each of Parent and Purchaser shall ensure that all of their respective Affiliates shall, tender any Shares held by them into the Offer. The Offer Price shall, subject to any withholding of Taxes required under applicable Law, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. The Company agrees that no Shares held by the Company will be tendered to Purchaser pursuant to the Offer. In the event that this Agreement is terminated pursuant to Section 7.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and, in any event, within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (e) As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal, related summary advertisement in respect of the Offer and all other ancillary Offer documents (collectively, together with all amendments, supplements and exhibits thereto, the “Offer Documents”). The Company shall use commercially reasonable efforts to promptly provide Parent with all information concerning the Company that is required by the Exchange Act to be included in the Offer Documents. Parent and Purchaser agree to take all reasonable steps necessary to cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities Laws. Parent and Purchaser, on the one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall be or shall have become false or misleading in any material respect, and Parent and Purchaser agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares. In addition, Parent and Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amendSub shall, and Purchaser shall cause Merger Sub to amendto, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (promptly as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as practicable after the date hereofpracticable, but in no event later than five December 2, 1996, commence (5within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase for cash (the "OFFER") any and all of the Company's outstanding shares of common stock, par value $.01 per share (the "SHARES" or the "COMMON STOCK"), at a price not less than $19.09 per Share, net to the seller in cash (the "OFFER PRICE"). The Offer shall have a scheduled expiration date 20 business days (as defined in Rule 14d-1(g)(3) following the commencement thereof. The Sub shall, and Purchaser shall cause Sub to, accept for payment and pay for all Shares tendered pursuant to the terms of the Securities Exchange Act of 1934Offer as soon as such actions are permitted under applicable law, as amended (together with subject only to the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer be made pursuant to remain open for a period through March 16, 2007 an offer to purchase (the "EXPIRATION DATEOFFER TO PURCHASE"), unless extended pursuant to ) containing the terms of set forth in this Agreement. The obligation of Merger Sub to accept for payment Agreement and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to Sub shall not, and Purchaser shall not permit Sub to, decrease the prior satisfaction of Offer Price, extend the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions expiration date of the Offer beyond the twentieth business day following commencement thereof or otherwise amend any other condition of the Offer in any manner adverse to the holders of the Shares without the prior written consent of the Company; PROVIDED, HOWEVER, that Sub may extend the expiration date of the Offer if (i) one or more conditions set forth in Annex A heretohereto shall not be satisfied or (ii) Purchaser reasonably determines, Merger Sub shall consummate with the prior approval of the Company (such approval not to be unreasonably withheld or delayed) that such extension is necessary to comply with any legal or regulatory requirements relating to the Offer. Purchaser will not tender into the Offer in accordance with its terms and accept for payment and pay for all any Shares beneficially owned by it. The Company agrees that no Shares held by the Company or any Subsidiary of the Company will be tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer to.

The Offer. (a) Promptly following Subject to the execution terms and delivery of conditions set forth in this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided provided that this Agreement shall not have been terminated in accordance with Section 7.1Article 8 and none of the events set forth in paragraphs 1 and 2 of Annex A hereto shall have occurred, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as reasonably practicable after the date hereofof this Agreement, but in no event later than five ten (510) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from Business Days after the date of this Agreement, Merger Sub shall (and Parent shall cause Merger Sub to) commence the Offer, within the meaning of the applicable rules and regulations of the SEC, to reflect purchase any and all outstanding Shares at a price per Share equal to the terms set forth in this AgreementOffer Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment, and pay for, Shares tendered pursuant to the Minimum Condition and Offer are subject only to the other satisfaction or waiver of each of the conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause (the “Offer Conditions”). (b) The initial expiration date of the Offer to remain open for a period through March 16, 2007 shall be on the date that is the twentieth (20th) Business Day following the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration commencement of the Offer (determined using Exchange Act Rules 14d-1(g)(3) and 14d-2) (such date being the initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of the Offer as it so extended, also an “Expiration Date”). Notwithstanding the foregoing, unless the Offer is terminated in accordance with Article 8, if, on the initial Expiration Date or any subsequent Expiration Date, all of the Offer Conditions have not been satisfied or waived, then Merger Sub shall, and Parent shall cause Merger Sub to, subject to the rights of the parties under Article 8, extend (and re-extend) the Offer and its Expiration Date beyond the initial Expiration Date or such subsequent Expiration Date; provided that any such extension shall be in increments determined by Merger Sub of not more than ten (10) Business Days. The Offer may not be terminated prior to its Expiration Date (as such Expiration Date may be extended and re-extended in accordance with this Agreement), unless this Agreement is validly terminated in accordance with Article 8. In no event shall Merger Sub extend the requirements of this Section 1.1(b)Offer beyond the date that is five (5) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn Business Days prior to the expiration Walk Away Date without the prior written consent of the Offer that number of shares of Common Stock whichCompany in its sole discretion. Notwithstanding the foregoing, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority subject to the rights of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A heretoparties under Article 8, Merger Sub shall consummate extend the Offer, and Parent shall cause Merger Sub to extend the Offer, for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer in accordance or any period required by any other Law. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. Merger Sub shall, and Parent shall cause Merger Sub to, comply with its terms the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the foregoing, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and pay for all Shares validly tendered and not properly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means as promptly as practicable following the later of: (i) the earliest date as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the Offer Conditions shall have been satisfied or waived. (d) Merger Sub may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (each a “Subsequent Offering Period”) following the Acceptance Time if (i) Merger Sub shall have complied with all of the conditions of Rule 14d-11 under the Exchange Act and (ii) at the commencement of any Subsequent Offering Period (or extension thereof) the number of Shares owned by Parent, Merger Sub and their respective Subsidiaries (including any Shares beneficially owned by any of the foregoing, including all Shares validly tendered and not properly withdrawn at the Acceptance Time) represent less than 90% of the then outstanding number of Shares on a Fully Diluted Basis; provided, however, that if Merger Sub is required to exercise the Top-Up Option and the Company delivers the Top-Up Option Shares upon such exercise pursuant to Section 1.4(c), Merger Sub shall not be permitted to provide for a Subsequent Offering Period. If immediately following the Acceptance Time, Parent, Merger Sub and their respective Subsidiaries own more than 70% but less than 90% of the Shares outstanding on a Fully-Diluted Basis at that time (which shall include (i) Shares beneficially owned by Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at or prior to the expiration of the Offer by Parent, Merger Sub or their respective Subsidiaries, as the case may be, and (ii) Shares validly tendered in the Offer and not properly withdrawn at the Acceptance Time), upon the request of the Company (which may only be made once), Merger Sub shall provide for, and Parent shall cause Merger Sub to provide for, a Subsequent Offering Period of at least ten (10) Business Days; provided, however, that if Merger Sub is required to exercise the Top-Up Option and the Company delivers the Top-Up Option Shares upon such exercise pursuant to Section 1.4(c), the Company shall not have the right to request Merger Sub to provide for a Subsequent Offering Period. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not properly withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in any event in compliance with Rule 14d-11(c) promulgated under the Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price and/or to modify the other terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, do any of the following: (i) reduce the number of Shares subject to the Offer; (ii) reduce the Offer Price; (iii) amend, change or waive the Minimum Tender Condition; (iv) except as expressly provided in Section 1.1(b), extend or otherwise change the Expiration Date, except (A) as required by applicable Law (including for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof) or (B) in connection with an increase of the Offer Price; (v) change the form of consideration payable in the Offer; (vi) impose any condition to the Offer other than the Offer Conditions; or (vii) otherwise amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner adverse to holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of the Parent or Merger Sub to consummate the Offer, the Merger or the Transactions. (f) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall (i) contain or incorporate by reference an offer to purchase and a related letter of transmittal and summary advertisement and such other information or documents as required by Law (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, being referred to as the “Offer Documents”) and (ii) be in form reasonably satisfactory to the Company. The Company shall as promptly as practicable upon request of Parent, provide Parent and Merger Sub with all information concerning the Company that is required to be included in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of applicable U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent necessary such that the Offer Documents do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents each time before they are filed with the SEC and/or disseminated to holders of Shares (and the Company and its counsel shall provide any comments thereon as soon as reasonably practicable, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel). Parent and Merger Sub shall provide to the Company and its counsel copies of any written comments or telephonic notification of any oral comments or other communications Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications, shall consult with the Company and its counsel prior to responding to any such comments or other communications, and shall provide the Company with copies of all written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel, provided that Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the response of Parent and Merger Sub to any such comments or other communications and to provide comments on that response (to which reasonable and good faith consideration shall be given by Parent and Merger Sub). (g) Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall terminate or withdraw the Offer without the prior written consent of the Company in its sole discretion. In the event this Agreement is terminated pursuant to Section 8.1A, Merger Sub shall promptly (and in any event within one (1) Business Day) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the purchase of Shares in the Offer, Merger Sub shall promptly return, or cause any depositary acting on behalf of Merger Sub to return, all tendered Shares to the tendering shareholders. (h) The Offer Price shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock effected by the Company in accordance with the terms and conditions of this Agreement, and, in particular, in accordance with the limitations set forth in Section 5.1(b)(vi), and occurring (or for which a record date is established) after the date of this Agreement and prior to the payment by Merger Sub for the Shares validly tendered and not properly withdrawn in connection with the Offer.

The Offer. (a) Promptly following Subject to the execution terms and delivery of conditions set forth in this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (promptly as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as reasonably practicable after the date hereofof this Agreement, but in no event later than five seven (57) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from Business Days after the date of this Agreement, Merger Sub shall (and Parent shall cause Merger Sub to) commence the Offer, within the meaning of the applicable rules and regulations of the SEC, to reflect purchase any and all outstanding Shares at a price equal to the terms set forth in this AgreementOffer Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment, and pay for, Shares tendered pursuant to the Minimum Condition and Offer are subject only to the other satisfaction or waiver of each of the conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATEOffer Conditions"), unless extended pursuant to . (b) The initial expiration date of the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to Offer shall be the expiration twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rules 14d-1(g)(3) and 14d-2) (the initial "Expiration Date," and any expiration time and date established pursuant to an authorized extension of the Offer as it so extended, also an "Expiration Date"). Notwithstanding the foregoing, if, on the initial Expiration Date or any subsequent Expiration Date, all of the Offer Conditions have not been satisfied or waived, then Merger Sub shall, and Parent shall cause Merger Sub to, subject to the rights of the parties under Article 8, extend (and re-extend) the Offer and its Expiration Date beyond the initial Expiration Date or such subsequent Expiration Date; provided that any such extension shall be in increments determined by Merger Sub of not more than ten (10) Business Days. The Offer may not be terminated prior to its Expiration Date (as such Expiration Date may be extended and re-extended in accordance with this Agreement), unless this Agreement is validly terminated in accordance with Article 8. In no event shall Merger Sub extend the requirements of this Section 1.1(b)Offer beyond the date that is five (5) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn Business Days prior to the expiration Walk Away Date without the prior written consent of the Offer that number of shares of Common Stock whichCompany in its sole discretion. Notwithstanding the foregoing, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority subject to the rights of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A heretoparties under Article 8, Merger Sub shall consummate extend the Offer, and Parent shall cause Merger Sub to extend the Offer, for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer in accordance or any period required by any other Law. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. Merger Sub shall, and Parent shall cause Merger Sub to, comply with its terms the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the foregoing, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and pay for all Shares validly tendered and not properly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means as promptly as practicable following the later of: (i) the earliest date as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the Offer Conditions shall have been satisfied or waived. (d) Merger Sub may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (each a "Subsequent Offering Period") following the Acceptance Time if (i) Merger Sub shall have complied with all of the conditions of Rule 14d-11 under the Exchange Act and (ii) at the commencement of any Subsequent Offering Period (or extension thereof) the number of Shares owned by Parent, Merger Sub and their respective Subsidiaries (including any Shares beneficially owned by any of the foregoing, including all Shares validly tendered and not properly withdrawn at the Acceptance Time) represent less than 90% of the then outstanding number of Shares; provided, however, that if Merger Sub is required to exercise the Top-Up Option pursuant to Section 1.4(c), Merger Sub shall not be permitted to provide for a Subsequent Offering Period. If immediately following the Acceptance Time, Parent, Merger Sub and their respective Subsidiaries own more than 70% but less than 90% of the Shares outstanding at that time (which shall include (i) shares beneficially owned by Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at or prior to the expiration of the Offer by Parent, Merger Sub or their respective Subsidiaries, as the case may be, and (ii) shares validly tendered in the Offer and not properly withdrawn at the Acceptance Time), to the extent requested by the Company, Merger Sub shall provide for, and Parent shall cause Merger Sub to provide for, a Subsequent Offering Period of at least ten (10) Business Days; provided, however, that if Merger Sub is required to exercise the Top-Up Option pursuant to Section 1.4(c), the Company shall not have the right to request Merger Sub to provide for a Subsequent Offering Period. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not properly withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in any event in compliance with Rule 14d-11(c) promulgated under the Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price and/or to modify the other terms of the Offer, except that, without the prior written consent of the Company, Parent and Merger Sub shall not do any of the following: (i) reduce the number of Shares subject to the Offer; (ii) reduce the Offer Price; (iii) change or waive the Minimum Tender Condition; provided, however, that Parent and Merger Sub may, at their sole discretion, waive the Minimum Tender Condition to the extent (but only to the extent) that the number of Shares validly tendered (including by guaranteed delivery) and not properly withdrawn, together with any Shares beneficially owned by Parent or any Subsidiary of Parent, equals at least a majority of the shares of Company Common Stock outstanding on a fully diluted basis on the date of purchase (where "on a fully diluted basis" means the sum of (a) the number of shares of Company Common Stock outstanding on the date of purchase, plus (b) the aggregate number of shares of Company Common Stock issuable upon the conversion, exercise or exchange of all securities issued by the Company or other rights issued or granted by the Company (other than the Rights) that, in each case are outstanding on the date of purchase and that, as of the date of purchase, are convertible into or exercisable or exchangeable for shares of Company Common Stock, excluding in each case any shares of Company Common Stock that are issuable upon the conversion, exercise or exchange of (x) any Convertible Note, (y) any Option that has an exercise price in excess of the Offer Price, or (z) any Option, Restricted Stock Unit or share of Restricted Stock that is not vested as of the date of purchase and would not be vested immediately after and giving effect to the consummation of the Offer); (iv) except as provided in Section 1.1(b), extend or otherwise change the Expiration Date, except (A) as required by applicable Law (including for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof) or (B) in connection with an increase of the Offer Price; (v) change the form of consideration payable in the Offer; (vi) impose any condition to the Offer other than the Offer Conditions; or (vii) otherwise amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner adverse to holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of the Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions. (f) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall (i) contain or incorporate by reference an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, being referred to as the "Offer Documents") and (ii) be in form reasonably satisfactory to the Company. The Company shall as promptly as practicable upon request of Parent, provide Parent and Merger Sub with all information concerning the Company and the Company Subsidiaries and Company stockholders that is required to be included in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of applicable U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent necessary such that the Offer Documents do not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents each time before they are filed with the SEC and/or disseminated to holders of Shares (and the Company and its counsel shall provide any comments thereon as soon as reasonably practicable, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel). Parent and Merger Sub shall provide to the Company and its counsel copies of any written comments or telephonic notification of any oral comments or other communications Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications, shall consult with the Company and its counsel prior to responding to any such comments or other communications and shall provide the Company with copies of all written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel, provided that Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the response of Parent and Merger Sub to any such comments or other communications and to provide comments on that response (to which reasonable and good faith consideration shall be given by Parent and Merger Sub). (g) Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company in its sole discretion, except that in the event this Agreement is terminated pursuant to Section 8.1, Merger Sub shall promptly (and in any event within one (1) Business Day) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the purchase of Shares in the Offer, Merger Sub shall promptly return, or cause any depositary acting on behalf of Merger Sub to return, all tendered Shares to the tendering stockholders. (h) The Offer Price shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock effected by the Company in accordance with the terms and conditions of this Agreement and occurring (or for which a record date is established) after the date of this Agreement and prior to the payment by Merger Sub for the Shares validly tendered and not properly withdrawn in connection with the Offer.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.19.1 hereof and none of the events set forth in Annex I hereto shall have occurred and be existing, Purchaser Tribune shall amend, and Purchaser shall cause Merger Sub to amend, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to Purchase as soon promptly as practicable after the date hereofreasonably practicable, but in no event later than five (5) seven business days (as defined in Rule 14d-1(g)(3) following the public announcement by Tribune and the Company of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms execution of this Agreement. The obligation of Merger Sub Tribune to accept for payment and to pay for any Company Common Shares tendered pursuant to the Offer shall be subject to the satisfaction of the conditions set forth in Annex I. Tribune expressly reserves the right from time to time, subject to Sections 2.1(b) and 2.1(d), without the consent of the Company to waive any such conditions and to increase the Per Share Cash Amount. The Per Share Cash Amount shall be net to the seller in cash, without interest, subject to reduction only for any applicable withholding taxes or stock transfer taxes payable by the seller. The Company agrees that no Shares held by the Company or any Subsidiary of the Company will be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, Tribune shall not (i) decrease the Per Share Cash Amount or change the form of consideration payable in the Offer, (ii) seek to purchase fewer than 28 million Company Common Shares, or (iii) impose conditions to the Offer in addition to those set forth in Annex I hereto, or amend any other term or condition of the Offer in any manner materially adverse to the holders of Company Common Shares. Upon the terms and subject to the conditions of the Offer and this Agreement, Tribune will accept for payment and purchase, as soon as permitted under the terms of the Offer and applicable law, all Company Common Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended Offer. Tribune shall not provide for a subsequent offering period in accordance with Rule 14d-11 under the requirements of this Section 1.1(b)Exchange Act. (c) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having the conditions set forth in Annex I hereto. As soon as reasonably practicable on the date the Offer tois commenced, Tribune shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer that will comply in all material respects with the provisions of all applicable federal securities laws, and will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, are referred to collectively herein as the "Offer Documents"), which shall be mailed to the holders of Company Common Shares. Tribune agrees to promptly correct the Schedule TO and the Offer Documents if and to the extent that they shall have become false or misleading in any material respect (and the Company, with respect to information supplied by it specifically for use in the Schedule TO or the Offer Documents, shall promptly notify Tribune of any required corrections of such information and shall cooperate with Tribune with respect to correcting such information) and to supplement the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (and the Company shall supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents, shall promptly notify Tribune of any required corrections of such information and shall cooperate with Tribune with respect to correcting such information) and Tribune further agrees to supplement the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein that are based on such provided information, in light of the circumstances under which they were made, not misleading, and to take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Company Common Shares, in each case to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and any Offer Documents before they are filed with the SEC. (d) The Offer to Purchase shall provide for an initial expiration date of 20 business days (as defined in Rule 14d-1 under the Exchange Act) from and including the date of commencement of the Offer (the "Expiration Date"). Unless this Agreement shall have been terminated pursuant to Section 9.1 hereof, Tribune agrees that it shall not, without the consent of the Company, terminate or withdraw the Offer or extend the expiration date of the Offer; provided, however, that without the consent of the Company, Tribune shall have the right to terminate or withdraw the Offer or extend the Offer from time to time, but in any event not more than 20 days, if at the then-scheduled expiration date of the Offer the conditions to the Offer described in Annex I hereto shall have not been satisfied or earlier waived.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1Article VIII hereof and none of the events set forth in Annex A shall have occurred and be existing, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable after the date hereof, (but in no event later than five the later of (5i) ten business days after a public announcement of the execution of this Agreement and (as defined in Rule 14d-1(g)(3ii) the first business day following the filing by the Company with the United States Securities and Exchange Commission (the "SEC") of its Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999 (the "1999 10-K")), Purchaser shall, and Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACTExchange Act")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of at the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject Price. Subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction of the Minimum Condition , Purchaser shall, and the satisfaction or waiver by Parent shall cause Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A heretoto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the OfferOffer prior to its expiration date. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any conditions to the Offer toand to make any change in the terms or conditions to the Offer, provided that, except as provided in Section 1.1(d), Purchaser shall not, without the prior consent of the Company, (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A, (iv) amend any condition of the Offer set forth in Annex A, or (v) amend or waive satisfaction of the Minimum Condition (as defined in Annex A hereto). Purchaser shall on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment, and pay for, Shares tendered as soon as it is legally permitted to do so under applicable law, subject to Section 1.1(d) (the "Acceptance Date"). Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Parent shall cause Purchaser shall amendto, and Purchaser shall cause Merger Sub to amendshall, commence (within the Existing Offer to increase meaning of Rule 14d-2 under the purchase price for Exchange Act) the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon as reasonably practicable after the date hereofof this Agreement, but in no event later than five the fifteenth (515th) business days (as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from Business Day after the date of this Agreement. Notwithstanding the foregoing, Purchaser shall not be required to reflect commence the Offer if the Company shall not be prepared to file with the SEC immediately following commencement of the Offer, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date.” The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that is disseminated to any and all of the holders of shares of Company Common Stock and contains the terms and conditions set forth in this AgreementAgreement and in Annex A. In the Offer, each share of Company Common Stock accepted by Purchaser in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 2.1(d) and Section 2.1(g), be exchanged for the right to receive the Transaction Consideration. Subject to the prior satisfaction of the Minimum Tender Condition and the satisfaction, or waiver by Parent or Purchaser, of the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause Offer Conditions (to the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"extent such waiver is permitted by Section 1.1(c)), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to after the expiration of the Offer (as it may be extended in accordance with the requirements Section 1.1(d)), Purchaser shall (and Parent shall cause Purchaser to) accept for payment all shares of this Section 1.1(b)Company Common Stock validly tendered (and not withdrawn) shall be subject only pursuant to the Offer (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered for settlement or satisfaction of such guarantee) as soon as practicable after Purchaser is permitted to do so under applicable Law (orthe “Acceptance Time”), and promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act) pay for all shares of Company Common Stock that are validly tendered and not validly withdrawn in the case of clause (ii) below, Offer. Without limiting the satisfaction or waiver by Purchaser or Merger Sub) generality of the following conditions: (i) there being foregoing, Parent shall provide or cause to be provided to Purchaser on a timely basis the funds and shares of Parent QVC Series A Stock necessary to pay for any shares of Company Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer; provided, however, that without the prior written consent of the Company, Purchaser shall not accept for payment or pay for any shares of Company Common Stock if, as a result, Purchaser would acquire less than the number of shares of Company Common Stock necessary to satisfy the Minimum Tender Condition. The consideration in the Offer payable in respect of each share of Company Common Stock validly tendered and not withdrawn in the Offer shall be paid net to the holder thereof in cash and shares of Parent QVC Series A Stock, subject to reduction for any applicable withholding taxes payable in respect thereof. The Company shall register (and shall instruct its transfer agent to register) the transfer of the shares of Company Common Stock accepted for payment by Purchaser effective immediately after the Acceptance Time. (b) The obligation of Purchaser to accept for exchange (and the obligation of Parent to cause Purchaser to accept for exchange) shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to: (i) the condition (the “Minimum Tender Condition”) that there shall have been validly tendered (and not validly withdrawn) prior to the expiration of the Offer that number of shares of Company Common Stock which, together with upon the consummation of the Offer (for the avoidance of doubt, assuming that the shares of Class B Common Stock validly tendered (and not validly withdrawn) will convert to shares of Class A Common Stock at the time of the consummation of the Offer), when added to any shares of Company Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents would represent at least a majority of the total voting power of the sum of (x) the aggregate voting power of the shares of Company Common Stock outstanding immediately after the consummation of the Offer, plus (y) the aggregate voting power of the shares of Company Common Stock issuable to holders of Company Options from which the Company has received notices of exercise prior to the consummation of the Offer (and as to which shares of Company Common Stock have not yet been issued to such exercising holders of Company Options) (excluding, for purposes of determining whether a sufficient number of shares have been tendered in the Offer to satisfy the Minimum Tender Condition, shares of Company Common Stock outstanding on a fully-diluted basis (tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the "MINIMUM CONDITION"DGCL, by the depositary for the Offer pursuant to such procedures); and and (ii) the other conditions set forth in Annex A hereto. Subject (such other conditions, together with the Minimum Tender Condition, the “Offer Conditions”). (c) Purchaser expressly reserves the right, in its sole discretion, to waive or make any other changes to the prior satisfaction of the Minimum Condition terms and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer Offer; provided, however, that without the prior written consent of the Company, neither Parent nor Purchaser shall: (i) amend, waive or modify any of the conditions set forth in clauses (a), (h)(i), (h)(ii), (i) or (j) of Annex A hereto(provided, Merger Sub that Parent shall consummate (and shall cause Purchaser to) waive the conditions set forth in clause (h)(i) and (h)(ii) of Annex A upon the written request of the Company); or (ii) change the Offer to (A) change the form or amount of consideration to be delivered by Purchaser pursuant to the Offer; provided, however, that Parent or Purchaser may increase the amount of such consideration (irrespective of form) in good faith so long as such increase is not for the purpose of delaying the Acceptance Time, provided that in no event shall such increase reduce the Initial Exchange Ratio, (B) change the number of shares of Company Common Stock to be purchased in the Offer, (C) impose conditions to the Offer in addition to the Offer Conditions or amend or modify any of the existing Offer Conditions, (D) except as provided in Section 1.1(d), extend the expiration time of the Offer beyond the initial expiration time of the Offer or (E) otherwise amend the Offer in a manner that is adverse (other than in an immaterial or de minimis way) to the holders of Company Common Stock. (d) The Offer shall initially be scheduled to expire at 12:00 midnight, New York City time, on the date that is twenty (20) Business Days following the Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (such initial expiration time and date, or such subsequent time and date to which the expiration of the Offer is extended pursuant to and in accordance with this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 7.1, (i) if, at the time as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Purchaser shall (and Parent shall cause Purchaser to) extend the Offer on one or, if necessary, more occasions, for additional successive periods of up to ten (10) Business Days per extension (with the length of such periods to be determined by Parent), until all Offer Conditions are satisfied or validly waived in order to permit the Acceptance Time to occur; provided, however, that in no event shall Purchaser or Parent be required or permitted to extend the Offer to a date later than the Outside Date, other than (A) any such extension requested by Parent or Purchaser and consented to by the Company, (B) any such extension requested by the Company, to the extent Parent or Purchaser would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the extent the Company would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii); and (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for any period required by any applicable Laws or any rule, regulation, interpretation or position of the SEC or the staff of the SEC or the Nasdaq applicable to the Offer; provided, however, that in no event shall Purchaser or Parent be required, or permitted, to extend the Offer to a date later than the Outside Date, other than (A) any such extension requested by Parent or Purchaser and consented to by the Company, (B) any such extension requested by the Company, to the extent Parent or Purchaser would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the extent the Company would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii). For the avoidance of doubt, if, at the Expiration Date of the Offer, all of the Offer Conditions have been satisfied or waived in writing by Parent or Purchaser and this Agreement has not otherwise been terminated in accordance with its terms, Purchaser shall (and Parent shall cause Purchaser to) promptly accept for exchange, and deliver the Transaction Consideration for, all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of the Offer tothis Agreement.

The Offer. (a) Promptly following On the execution terms and delivery subject to the conditions of this Agreement, Purchaser shall amend, Agreement and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided provided that this Agreement shall not have been terminated in accordance with Section 7.1Article VIII, Purchaser shall amendas promptly as reasonably practicable after the date of execution of this Agreement (and in any event no later than ten (10) Business Days after the date of execution of this Agreement), and Purchaser Parent shall cause Merger Sub to amendto, and Merger Sub shall, commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer for all of the outstanding Company Shares (other than Excluded Shares) for a price per Company Share equal to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days Offer Price (as defined adjusted as provided in Section 2.1(f)), paid net to the seller thereof in cash, without interest, subject to any deduction or withholding of Taxes required by applicable Law. The date on which Merger Sub commences the Offer, within the meaning of Rule 14d-1(g)(314d-2 promulgated under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”. (b) Subject to satisfaction or waiver by Merger Sub of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, to reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and I (the “Offer Conditions”), Merger Sub shall (and Parent shall cause the Offer to remain open Merger Sub to) accept for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended payment and pay for all Company Shares validly tendered and not properly withdrawn pursuant to the terms of this AgreementOffer as soon as practicable (and in any event no later than three (3) Business Days) after the Expiration Date (such time, the “Acceptance Time”). The obligation of Merger Sub to accept for payment and to pay for any Company Shares validly tendered and not withdrawn prior pursuant to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction or waiver (or, in accordance with this Agreement) by Merger Sub of each of the Offer Conditions (and shall not be subject to any other conditions). (c) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions and to make any change in the case terms of, or conditions to, the Offer; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of clause the Company, neither Parent nor Merger Sub shall: (i) waive the Minimum Condition (as defined in Annex I); (ii) belowdecrease the number of Company Shares sought to be purchased by Merger Sub in the Offer; (iii) reduce the Offer Price; (iv) extend or otherwise change the Expiration Date (except to the extent required pursuant to Section 2.1(d)); (v) change the form of consideration payable in the Offer; or (vi) amend, modify or supplement any of the Offer Conditions or terms of the Offer in a manner that adversely affects the holders of Company Common Stock. (d) Unless extended as required by this Agreement, the satisfaction or waiver by Purchaser or Merger SubOffer shall expire at midnight (one minute following 11:59 p.m.) (New York City time) at the end of the following conditions: twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) after the Offer Commencement Date (the “Initial Expiration Date”), or in the event the Initial Expiration Date has been extended as required by this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended as required by this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) there being validly tendered Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff, the NYSE or NASDAQ that is applicable to the Offer; provided, that in no event shall Merger Sub be required to extend the Offer beyond the Outside Date (and shall not extend the Offer beyond the Outside Date without the written consent of the Company), and (ii) if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived by Parent and Merger Sub, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, the length of each such period to be determined by Parent in its sole discretion; provided, that in no event shall Merger Sub be required to extend the Offer beyond the Outside Date (and shall not extend the Offer beyond the Outside Date without the written consent of the Company). Neither Parent nor Merger Sub shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act in any manner other than pursuant to and in accordance with the provisions of this Section 2.1(d) without the prior written consent of the Company. (e) The Offer may be terminated or withdrawn prior to the expiration Expiration Date, but only if this Agreement is validly terminated in accordance with Section 8.1. (f) Notwithstanding anything in this Agreement to the contrary (including Section 2.1(c)), if, from the date of this Agreement until the Offer that Acceptance Time, the outstanding Company Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Offer Price shall be appropriately adjusted, without duplication, to provide the holders of Company Common Stock whichthe same economic effect as contemplated by this Agreement prior to such event; provided, together with that no such adjustment shall result in any shares of Common Stock then owned by Purchaser, Merger Sub increase or any affiliates thereof, represents at least a majority decrease of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (iiaggregate Merger Consideration. Nothing in this Section 2.1(f) the other conditions set forth in Annex A hereto. Subject shall be deemed to the prior satisfaction of the Minimum Condition and the satisfaction permit or waiver by Purchaser authorize any party hereto to effect any such change that it is not otherwise specifically authorized or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment permitted to be taken pursuant to the Offer. The Offer shall be made by means of the Offer tothis Agreement.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.1Article VIII and none of the events or conditions set forth in Annex A shall have occurred and be existing and shall not have been waived in writing by Parent or Merger Sub (the conditions set forth in Annex A, Purchaser shall amendthe “Tender Offer Conditions”), Merger Sub shall, and Purchaser Parent shall cause Merger Sub to amendto, commence (within the Offer to Purchase as soon as practicable after the date hereof, but in no event later than five (5) business days (as defined in meaning of Rule 14d-1(g)(3) of 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"“Exchange Act”)) from the Offer as soon as reasonably practicable, but not later than twenty (20) Business Days after the date of this Agreement. Without the prior written consent of the Company, Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to reflect be purchased in the terms set forth Offer, impose conditions on the Offer in this Agreementaddition to the Tender Offer Conditions, waive or amend the Minimum Condition or, except as may be required by a Governmental Authority, amend any other term of the Offer in a manner that is materially adverse to the Company Stockholders. Notwithstanding the foregoing, Merger Sub expressly reserves the right to increase the Offer Price and to waive any of the Tender Offer Conditions, other conditions set forth than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in Annex A hereto the Offer. (b) Merger Sub shall, and other related terms Parent shall cause Merger Sub to, file with the U.S. Securities and Purchaser Exchange Commission (the “SEC”) a tender offer statement on Schedule TO with respect to the Offer on the date that the Offer is commenced, which tender offer statement shall include an offer to purchase, form of letter of transmittal and form of notice of guaranteed delivery (together with any supplements or amendments thereto, collectively, the “Offer Documents”) and, subject to the Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to the Company Stockholders in accordance with the applicable requirements of the U.S. federal securities Laws. Parent and Merger Sub agree that the Offer Documents shall comply in all material respects with the applicable U.S. federal securities Laws and, on the date first filed with the SEC, on the date first published, sent or given to the Company Stockholders and upon consummation of the Offer (including all applicable extensions and subsequent offering periods), shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company for inclusion or incorporation by reference in the Offer Documents. The Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Company Stockholders to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 1.01(b). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments thereto in advance of filing with the SEC or dissemination to the Company Stockholders, and Parent and Merger Sub shall cause give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (i) provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments with respect to the Offer that Parent or Merger Sub may receive from the SEC or its staff (the “SEC Staff”) as promptly as practicable after the receipt thereof, (ii) consult in good faith with the Company and its counsel prior to responding to any such comments, and (iii) provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of Parent and Merger Sub or their counsel. (c) Subject to the terms and conditions thereof, the Offer shall remain open for a period through March 16until midnight, 2007 New York City time, at the end of the 20th Business Day beginning with (and including) the date that the Offer is commenced (determined in accordance with Rule 14d-2 under the Exchange Act) (the "EXPIRATION DATE"“Expiration Date”), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with this Section 1.01(c) or Section 1.01(d) or as may be required by applicable Law (in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that (i) Merger Sub shall have the right, in its sole discretion, but not the obligation to accept extend the Offer for payment and one or more periods of not more than five (5) Business Days each if, at the scheduled Expiration Date, any of the Tender Offer Conditions shall not have been satisfied or waived; or (ii) Merger Sub may, in its sole discretion, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three (3) to pay for any Shares twenty (20) Business Days to acquire outstanding shares of Company Common Stock if all of the Tender Offer Conditions are satisfied, but the number of shares of Company Common Stock that have been validly tendered and not properly withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) shall be subject only to the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock whichOffer, together with any shares of Company Common Stock then owned by PurchaserParent, Merger Sub or any affiliates thereof, represents at least a majority is less than 90% of the total number of outstanding shares of Company Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A heretoStock. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate extend the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following any period required by any rule, regulation, interpretation or position of the acceptance SEC or of Shares for payment pursuant the SEC Staff applicable to the Offer. The Offer shall be made by means of the Offer to.

The Offer. (a) Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 7.18.01 and none of the events set forth in Annex A or Annex B hereto shall have occurred or be existing, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Offer to Purchase as soon promptly as practicable after the date hereofpracticable, but in no event later than five (5) business days (as defined in Rule 14d-1(g)(3) following the public announcement of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date execution of this Agreement, to reflect Acquisition and the Company shall jointly commence the Offer. Upon the terms set forth in this Agreementand subject to the prior satisfaction or waiver of the conditions of the Offer, the Minimum Condition Acquisition and the other Company shall accept for payment and pay for Shares which have been validly tendered and not withdrawn as soon as practicable after the expiration of the Offer. (b) The obligations of Acquisition to accept for payment any Shares tendered shall be subject to the satisfaction of only those conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for a period through March 16, 2007 (the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub the Company to accept for payment and to pay for any Shares validly tendered and not withdrawn prior shall be subject to the expiration satisfaction of the Offer only those conditions set forth in Annex B hereto. (as it may be extended in accordance with c) Subject to the requirements of this Section 1.1(b)) shall be subject only to applicable law, Acquisition may waive the satisfaction (or, in the case of clause (ii) below, the satisfaction or waiver by Purchaser or Merger Sub) of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the total number of shares of Common Stock outstanding on a fully-diluted basis (the "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to in its sole discretion; PROVIDED, HOWEVER, that without the prior satisfaction written consent of the Company, Acquisition will not (i) decrease the Per Share Amount or the number of Shares sought in the Purchaser Offer, (ii) change the form of consideration to be paid in the Purchaser Offer, (iii) amend or waive the Minimum Condition and (as defined Annex A hereto) or impose any additional conditions on the satisfaction or waiver by Purchaser or Merger Sub of Offer other than the other conditions of the Offer set forth in Annex A heretoA, Merger Sub (iv) amend any other term of the Purchaser Offer in any manner adverse to the holders of Shares or (v) extend the expiration date of the Purchaser Offer beyond April 30, 2000. (d) Subject to the requirements of applicable law, the Company may waive the conditions set forth in Annex B in its sole discretion; PROVIDED, HOWEVER, that without prior written consent of Acquisition, the Company will not (i) decrease the Per Share Amount or the number of Shares sought in the Company Offer, (ii) change the form of consideration to be paid in the Company Offer, (iii) amend or waive the Minimum Condition or impose any additional conditions on the Company Offer other than the conditions set forth in Annex B, (iv) amend any other term of the Company Offer in any manner adverse to Acquisition or (v) extend the expiration date of the Company Offer beyond April 30, 2000. (e) Notwithstanding the foregoing, but subject in all events to Section 8.01, Acquisition may, without the consent of the Company, extend the Purchaser Offer at any time, and from time to time (and at the direction of Acquisition, the Company shall consummate accordingly extend the Company Offer), (i) if at the then scheduled expiration date of the Offer in accordance with its terms any of the conditions to the obligations of Acquisition and the Company to accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant (other than the Minimum Condition, as to which Acquisition may extend the Purchaser Offer up to 10 business days) shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; or (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or its staff applicable to the Offer. (f) Notwithstanding the foregoing, Acquisition may, without the consent of the Company (and at the direction of Acquisition and provided that the representation set forth in Section 5.05 shall remain true and correct, the Company shall), increase the Per Share Amount and extend the Offer to the extent required by applicable law in connection with any such increase. (g) As soon as practicable following the commencement of the Offer, the Company shall commence a tender offer and consent solicitation for all of its outstanding 11.75% Senior Subordinated Notes due 2005 and 11.75% Series C Senior Subordinated Notes due 2005 (the "Debt Tender Offer"). The Debt Tender Offer shall be made by means of an offer to purchase and consent solicitation on the terms set forth in Annex C to this Agreement. (h) As soon as practicable on the date the Offer tois commenced, with respect to the Offer (i) the parties hereto, together with such other persons as shall be required to be included as parties to such filing, shall file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"). The Schedule TO shall contain or incorporate by reference an offer to purchase and a form of letter of transmittal and any other documents related to the Offer (the Schedule TO, the offer to purchase and such other documents, together with any amendments and supplements thereto, are collectively referred to herein as the "Offer Documents"). The Offer Documents shall comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company or Acquisition with respect to information supplied by the other party in writing for inclusion in the Offer Documents. Each of the parties hereto shall take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Each of the parties hereto shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Each of the parties hereto and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC. In addition, each of the parties hereto shall provide to the other party and its counsel in writing any comments or other communications that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications.