February 13, 2006
The undersigned agrees that on or prior to the date of the closing of
the IPO it will enter into an agreement or plan in accordance with the
guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), with an independent broker-dealer (the
"Broker") registered under Section 15 of the Exchange Act which is neither
affiliated with the Company, the Representatives nor part of the underwriting or
selling group, pursuant to which the Broker will purchase up to 125,000 Warrants
in the public marketplace for the undersigned's account during the forty-five
trading day period commencing on the later of (i) the date separate trading of
the Warrants has commenced or (ii) 60 calendar days after the end of the
restricted period under Regulation M, at market prices not to exceed $1.40 per
Warrant ("Maximum Warrant Purchase"). The undersigned shall instruct the Broker
to fill such order in such amounts and at such times as the Broker may
determine, in its sole discretion, during the forty-five trading day period
described above.
The undersigned shall instruct the Broker to make, keep and produce
promptly upon request a daily time-sequenced schedule of all Warrant purchases
made pursuant to this agreement, on a transaction-by-transaction basis,
including (i) size, time of execution, price of purchase; and (ii) the exchange,
quotation system, or other facility through which the Warrant purchase occurred.
Very truly yours,
/s/ Xxxxx Xxxxxxx
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Chardan Capital Markets, LLC
CEO
