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

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as the

Purchase, Sale and Delivery of Common Shares. The Firm Common Shares. Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters an aggregate of [__] Firm Common Shares and (ii) the Selling Stockholders severally, and not jointly and severally, agree to sell to the several Underwriters an aggregate of [__] Firm Common Shares, each Selling Stockholder severally, and not jointly and severally, selling the number of Firm Common Shares set forth opposite such Selling Stockholder's name on Schedule B. On the ---------- basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders the respective number of Firm Common Shares described below. set forth opposite their names on Schedule A. The purchase price per share Firm Common ---------- Share to be paid by the several Underwriters to the Company and the Selling Stockholders shall be $[_____ ] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common SharesFirst Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon to by the Company and the RepresentativesUnderwriters) at 6:00 a.m. San Francisco time, on [__], or such other time and date, date not later than 10:30 a.m. San Francisco time, on [__] as the third Underwriters shall designate by notice to the Company (orthe time and date of such closing are called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge[s] that circumstances under which the Underwriters may provide notice to postpone the First Closing Date as originally scheduled include, if but are in no way limited to, any determination by the Company , the Selling Stockholders or the Underwriters to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and the Selling Stockholders severally, and not jointly and severally, hereby grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [__] Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the Underwriters for the Firm Common Shares such number of shares of Common Stock set forth below. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriters to the Company and the Selling Stockholders, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are pricedexercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Underwriters and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the case of the ---------- Company, as contemplated the number of Optional Common Shares to be sold by Rule 15c6-1(cthe Company as set forth in the paragraph "Introductory" of this Agreement) under bears to the Securities Exchange Act total number of 1934, as amended (Optional Common Shares. The Underwriters may cancel the "Exchange Act"), after 4:30 p.m. Washington D.C. time, option at any time prior to its expiration by giving written notice of such cancellation to the fourth) full business day following Company and the first date that any Selling Stockholders. Public Offering of the Common Shares are released by you Shares. The Underwriters hereby advise the Company and the Selling Stockholders that the Underwriters intend to offer for sale to the public, as you shall designate described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Underwriters, in its sole judgment, has determined is advisable and practicable. Payment for the Common Shares. Payment for the Common Shares to be sold by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is shall be made at any time prior to the First Closing Date recirculated 9 (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the public, order of the Company. Payment for the Common Shares to be sold by the Selling Stockholders shall be made at the First Closing Date shall occur upon (and, if applicable, at the later Second Closing Date) by wire transfer of immediately available funds to the order of the third Custodian. It is understood that Xxxxxxxxxx Securities has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. Xxxxxxxxxx Securities, individually, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by Xxxxxxxxxx Securities by the First Closing Date or fourththe Second Closing Date, as the case may be, full business day following for the first date account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that any (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Common Shares are released to be sold by you for sale such Selling Stockholder to the public several Underwriters, or otherwise in connection with the date that performance of such Selling Stockholder's obligations hereunder and (ii) the Custodian is 48 hours after authorized to deduct for such payment any such amounts from the date that proceeds to such Selling Stockholder hereunder and to hold such amounts for the Prospectus has been so recirculatedaccount of such Selling Stockholder with the Custodian under the Custody Agreement. Delivery of the Common Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered, to Xxxxxxxxxx Securities for the accounts of the several Underwriters certificates for the Firm Common Shares shall to be made sold by or on behalf them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholders shall also deliver, or cause to yoube delivered, for the respective accounts of the Underwriters against payment by you, to Xxxxxxxxxx Securities for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor by a wire transfer of federal funds to an account designated by the Companytherefor. The certificates for the Firm Common Shares shall be in definitive form and registered in such names and denominations as you the Underwriters shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for checking and packaging inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York, New York, York City as Xxxxxxxxxx Securities may be designated by youdesignate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the basis of second business day following the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are of released by you the Underwriters for sale to the public, upon notice by you to the Company setting forth shall deliver or cause to be delivered copies of the aggregate number of Optional Common Shares Prospectus in such quantities and at such places as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as therequest.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the 1,000,000 Firm Common Shares described below in Schedule A. The to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase as hereinafter set forth at the price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the UnderwritersSection 1 hereof. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, to purchase from the Company up to an aggregate of 375,000 150,000 Optional Common Shares at the same purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments overallotment made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Optional Common Shares which (as nearly as practicable in full shares as determined by the Representative) bears to 1,000,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares to be purchased by all the Underwriters under this Agreement. At 9:00 A.M., Baltimore time, on the third full business day after the public offering, or at such other time not later than seven (7) full business days after the public offering, as the Representative, and the Company may agree, the Company will deliver to the Representative, at the offices of Xxxxxx, Xxxxx Xxxxx, Incorporated, 0000 Xxx Xxxxxx, X.X., Xxxxxxxxxx, X.X., or through the facilities of The Depository Trust Company, for the accounts of the Underwriters, certificates representing the Firm Common Shares to be sold against payment in Baltimore, Maryland of the purchase price therefor by certified or bank cashier's check or wire transfer payable, as appropriate, to the order of the Company in respect of the Firm Common Shares being sold by the Company. Such time of delivery and payment is referred to throughout this Agreement as the "First Closing Date." The certificates for the Firm Common Shares to be so delivered will be in denominations and registered in such names as the Representative requests by notice delivered to the Company prior to 9:00 A.M., Baltimore time, no later than the second full business day preceding the First Closing Date, and, if the certificates are to be physically delivered, will be made available for checking and packaging at 9:00 A.M., Baltimore time, at least 24 hours prior to the First Closing Date at a location to be designated by the Representative. The overallotment option granted hereunder may be exercised at any time (but not more than once) within 30 thirty (30) days after the first date that any of the Common Shares are released by you for sale to the public, Registration Statement becomes effective upon written notice by you the Representative to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date, as hereinafter defined), being herein referred to as the "Second Closing Date," shall be determined by youthe Representative, but if at any time other than the First Closing Date Date, shall not be earlier than three (3) nor later than five seven (7) full business days after delivery of such notice of exercise. The number of Optional Common Shares exercise to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make)Company. Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding at 9:00 A.M., Baltimore time, at least 24 hours prior to the Second Closing Date at a location in New York, New York, as may to be designated by youthe Representative if the certificates are to be physically delivered. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphsCompany. At any time before lapse As Representative of the optionUnderwriters, you may cancel such the option at any time prior to its expiration by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option The Representative has not been exercised. You have advised the Company that each Underwriter has authorized you the Representative to accept delivery of its Common Shares, Shares and to make payment and to receipt therefor. You, individually and not as thethe Representative of the Underwriters, may make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Common Shares. On the basis of -------------------------------------------- the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 1,000,000 of the Firm Common Shares described below Shares, and (ii) the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, in the respective amounts set forth in Schedule A. B hereto, an aggregate of 1,752,404 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, the number of Firm Common Shares described belowbelow with respect to each Underwriter. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholders, respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ the number of Firm Common Shares being sold by the Company the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to each Selling Stockholder shall be to purchase from such Selling Stockholder that number of full shares which (as nearly as practicable, as determined by you) bears to the number of Firm Common Shares being sold by such Selling Stockholder the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxx, 600 Xxxxxxxxxx Xxxxxx & Xxxxxxxxx, L.L.C., 000 Xxxxxx Xxxxxx, San FranciscoXxxxxxxxxxx, California Xxxxxxxxx (or such other place as may be agreed upon by the Company and the Representatives) at 8:00 a.m. (Minneapolis time) on __________, 1997, or such other time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of this Agreement, unless otherwise required or permitted pursuant to Rule 15c6-1 of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company Exchange Act (the "First Closing Date"); provided. (As used herein, however, that if "business day" means a day on which the Prospectus New York Stock Exchange is at any time prior open for trading and on which banks in New York are open for business and not permitted by law or executive order to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. be closed.) Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Stockholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal certified or official bank check or checks payable in next day funds to an account designated the order of the Company and of the Agent in proportion to the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Stockholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested upon at least two full business days 48 hours' prior to the First Closing Datewritten notice, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in Boston, Massachusetts or New York, New York, York as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 412,861 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) upon prior written notice by you to the Company, given within 30 days after the first date that any of the Common Shares are released by you for sale to the publicProspectus, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares to be purchased by all Underwriters (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in Boston, Massachusetts or New York, New York, York as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to furnish receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the initial public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 2,300,000 of the Firm Common Shares described below Shares, and (ii) the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 625,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholders, respectively, shall be $_____ per share, the underwriting discount shall be $_____ per share and the initial price to the public shall be $______ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 2,300,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholders shall be to purchase from the Selling Stockholders that number of full shares which (as nearly as practicable, as determined by you) bears to 625,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesSidley & Austin, 600 Xxxxxxxxxx Xxxxxxcounsel for the Company, San FranciscoBank One Xxxxx, California Xxxxxxx, XX 00000 (or xx such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Underwriters) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Stockholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated by the CompanyCompany and by the Agent in proportion to the number of Firm Common Shares to be sold by the Company and the Selling Stockholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 345,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, and the Selling Stockholders identified in Schedule B hereby grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 93,750 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, in each case for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not from time to time on one or more than once) occasions within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Agent on behalf of the Selling Stockholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such Each such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the a "Second Subsequent Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exerciseexercise unless otherwise agreed by the parties hereto. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares to be sold by the Company and such Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 2,925,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second such Subsequent Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company and such Selling Stockholders as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and such Selling Stockholders. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to acknowledge receipt therefor. YouSubject to the terms and conditions hereof, individually the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and not at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used. Not later than 5:00 p.m. on the first business day following the date the Common Shares are first released by the Underwriters for sale to the public, the Company shall deliver, or cause to be delivered, copies of the Prospectus in such quantities and at such places as thethe Representatives shall request.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 1,814,000 of the Firm Common Shares described below Shares, and (ii) the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 186,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholders, respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 1,814,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholders shall be to purchase from the Selling Stockholders that number of full shares which (as nearly as practicable, as determined by you) bears to 186,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington P.M. Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, fifth full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Stockholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal or other same-day funds to an account designated the order of the Company and of the Agent in proportion to the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Stockholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 300,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder agree, severally and not jointly, to issue and sell to the Underwriters each Underwriter the number of the Firm Common Shares described below set forth herein or in Schedule A. The Underwriters agreeA hereto, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder the number of Firm Common Shares described belowset forth opposite their respective names in Schedule B hereto. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ $ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesSutro & Co. Incorporated, 600 Xxxxxxxxxx Xxxxxx11150 Santa Monica Boulevard, San FranciscoSuite 1500, Los Angeles, California (or such other place as may xxxx xxxxx xxxxx xx xxx be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) fourth full business day following the first date that any of the Common Shares are released by you for sale to the publicthis Agreement, as you shall designate by at least 48 hours hours' prior notice to the Company (or at such other time and date, not later than one week after such fourth full business day, as may be agreed upon by the Company and the Underwriters) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholder to you, for the respective accounts of the Underwriters several Underwriters, against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal transfers payable in same day funds to an account such accounts as the Company and the Custodian shall have designated by to the CompanyRepresentatives in writing at least two business days prior to the First Closing Date. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested in writing at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a such location in New York, New York, York as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 305,250 Optional Common Shares at the purchase price per share to be paid by the Underwriters for the Firm Common Shares, for use solely in covering any over-allotments made by you the Underwriters for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 45 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares Optional Common Shares are to be registered and the time and place at which such certificates will are to be delivered. Such time of delivery (which may not be earlier than the First Closing Date), Date and being herein referred to as the "Second Closing Date," ") shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A B and the denominator of which is 375,000 2,035,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares being purchased will be made available for checking and packaging on the business day preceding the Second Closing Date at a such location in New York, New York, York as may be designated by you. The manner of payment for and delivery of the such Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment payments and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payments for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.

Purchase, Sale and Delivery of Common Shares. The Firm Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Common Shares described belowset forth opposite their names on Schedule A hereto. The purchase price per share Firm Common Share to be paid by the several Underwriters to the Company shall be $[_____ ] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common SharesFirst Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and against payment therefor by wire transfer of immediately available funds to the order of the Company shall be made at the offices of NationsBanc Montxxxxxx Xxxurities, Inc., 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon to by the Company and the Representatives) at [___] a.m., San Francisco time on [___], 1997, or such other time and date, date not later than 10:30 a.m., San Francisco time on [___], 1997 [10 business days later] as the third Representatives shall designate by notice to the Company (orthe time and date of such closing are herein called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide such notice to postpone the First Closing Date as originally scheduled include, if but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10 hereof. The Optional Common Shares; The Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 750,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares are pricedand the Optional Common Shares). Such time and date of delivery, as contemplated by Rule 15c6-1(c) under if subsequent to the Securities Exchange Act of 1934First Closing Date, as amended (is herein called the "Exchange Act"), after 4:30 p.m. Washington D.C. time, Second Closing Date" and shall be determined by the fourth) Representatives and shall not be earlier than three nor later than five full business day following days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the first date number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Common Shares. The Representatives may cancel the option at any time prior to its lapse by giving written notice of such cancellation to the Company. Public Offering of the Common Shares are released by you Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as you shall designate by at least 48 hours prior notice described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective and the Representatives, in their sole judgment, have determined is advisable and practicable. The Representatives hereby further advise the Company that (i) the Underwriters will offer the Common Shares for sale to the Company public initially at a price of $[___] per share and to certain dealers selected by the Representatives at a price that represents a concession of not more than $[___] per share from such initial public offering price and (ii) any Underwriter may allow, and such dealers may reallow, a concession of not more than $[___] per share to any other Underwriter or to certain other dealers. Payment for the "First Closing Date"); provided, however, that if Common Shares. Payment for the Prospectus is Common Shares shall be made at any time prior to the First Closing Date recirculated 9 (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the publicorder of the Company. It is understood that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. NationsBanc Montxxxxxx Xxxurities, Inc., individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date shall occur upon or the later of the third or fourthSecond Closing Date, as the case may be, full business day following for the first date that account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Delivery of the Common Shares are released by you for sale Shares. The Company shall deliver, or cause to be delivered, to the public or Representatives for the date that is 48 hours after accounts of the date that the Prospectus has been so recirculated. Delivery of several Underwriters certificates for the Firm Common Shares shall be made by or on behalf of at the Company to youFirst Closing Date, for the respective accounts of the Underwriters against payment by youwire transfer of immediately available funds therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, of certificates for the Optional Common Shares the Underwriters have agreed to purchase price therefor at the First Closing Date or the Second Closing Date, as the case may be, against payment by a wire transfer of federal immediately available funds to an account designated by the Companytherefor. The certificates for the Firm Common Shares shall be in definitive form and registered in such names and denominations as you the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for checking and packaging inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York, New York, York City as the Representatives may be designated by youdesignate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as the.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 2,000,000 of the Firm Common Shares described below Shares, and (ii) the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 218,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling stockholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling stockholders, respectively, shall be $_____ $ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 2,000,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholders shall be to purchase from the Selling Stockholders that number of full shares which (as nearly as practicable, as determined by you) bears to 218,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. 8 9 Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NationsBanc Montxxxxxx XxxuritiesXxxurities LLC, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representativesyou) at such time and date6:00 a.m., not later than San Francisco time, on the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. timeTime, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, or at such other time and date not later than 10:30 a.m., San Francisco time, on , 1998 [insert date 10 business days following the originally contemplated First Closing Date] as you shall designate by at least 48 hours prior notice to the Company (the time and date of such closing are referred to herein as the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public (as set forth above) or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for you with respect to the respective accounts Firm Common Shares to be sold by the Company and by the Selling Stockholders against the irrevocable release of a wire transfer of immediately available funds in the Underwriters against payment by you, for the accounts of the several Underwriters, amount of the purchase price therefor by a wire transfer to the order of federal funds the Company and of the Agent in proportion to an account designated the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Stockholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 332,700 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 2,218,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If Notwithstanding the option foregoing, in the event that the Registration Statement is canceled amended or expires unexercised in whole the Prospectus is supplemented between the date hereof and any Closing Date, the Underwriters shall have the right to delay the Closing Date to a date which will allow the Underwriters the time necessary to distribute the Prospectus as amended or in partsupplemented. 9 10 Not later than 12:00 p.m. on the second business day following the date the Common Shares are released by the Underwriters for sale to the public, the Company will deregister under shall deliver or cause to be delivered copies of the Act Prospectus in such quantities and at such places as you shall request. Subject to the number terms and conditions hereof, the Underwriters propose to make a public offering of Option their respective portions of the Common Shares as to which soon after the option has not been exercisedeffective date of the Registration Statement as in your judgment is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as theSECTION 6.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the [1,650,000] Firm Common Shares described below in Schedule A. The and the Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ [.] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ [1,650,000] the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated in writing by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 375,000 [245,000] Optional Common Shares Shares; in each case at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option options granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 [1,650,000] (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the optionoptions, you may cancel both such option options by giving written notice of such cancellation to the Company. If the option is options are canceled or expires expire unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option options has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. YouYou may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, individually as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and not conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as thesoon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the 1,650,000 Firm Common Shares described below in Schedule A. The and the Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ [.] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 1,650,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated in writing by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 375,000 245,000 Optional Common Shares Shares; in each case at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering to cover any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option options granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 1,650,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the optionoptions, you may cancel both such option options by giving written notice of such cancellation to the Company. If the option is options are canceled or expires expire unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option options has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. YouYou may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, individually as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and not conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as thesoon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 3,000,000 of the Firm Common Shares described below Shares, and (ii) the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, in the respective amounts set forth in Schedule A. B hereto, an aggregate of 833,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholders, respectively, for the Firm Common Shares shall be $_______ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 3,000,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholders shall be to purchase from the Selling Stockholders that number of full shares which (as nearly as practicable, as determined by you) bears to 833,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for the respective accounts of the Underwriters Underwriters, with respect to the Firm Common Shares to be sold by the Company and by the Selling Stockholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account accounts designated by the CompanyCompany and each of the Selling Stockholders in proportion to the number of Firm Common Shares to be sold by the Company and each of the Selling Stockholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 833,000 Optional Common Shares Shares, as provided more fully below, at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-over allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Selling Stockholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company and the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 3,833,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company and the Selling Stockholders as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and Xxxxxxxx. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used. Not later than 12:00 p.m. on the second business day following the date the Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ 12.84 per share. The obligation Transfer of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) set forth below at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington P.M. Washington, D.C. timeTime, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours hours' prior notice to the Company (or at such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery Transfer of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, through the FAST system of The Depository Trust Company, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as the

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to [_______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares] per share. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) set forth below at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington P.M. Washington, D.C. timeTime, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours hours' prior notice to the Company (or at such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal same day funds to an account designated by the Companyorder of the Company for the purposes set forth in the Prospectus. The At your option, the certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested in writing to the Company or the Company's transfer agent at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New YorkYork or such other location, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as theat

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to you and the Underwriters Underwriters, as the number case may be, an aggregate of ________ of the Firm Common Shares described below in Schedule A. The and (ii) you and the Underwriters agree, severally and not jointly, to purchase from the Company the number of such Firm Common Shares described belowShares. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation closing of each Underwriter to the Company transactions contemplated by this Agreement shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to __________held at _____ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made a.m. at the offices of Montxxxxxx XxxuritiesJeffer, 600 Xxxxxxxxxx XxxxxxMangels, San FranciscoButlxx & Xarmxxx XXX, Los Angeles, California (or such other place as may be agreed upon by the Company and the RepresentativesRepresentative) at such time and date, not later than on the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under purchase set forth in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), above paragraph is determined after 4:30 p.m. Washington p.m., Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company public (the "First Closing Date"); provided, however, that if the Prospectus (as hereinafter defined) is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or (or, if the purchase set forth in the above paragraph is determined after 4:30 p.m., Washington, D.C. time, the fourth, as the case may be, full ) business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for your account or for the respective accounts of the Underwriters Underwriters, as the case may be, against payment by you, you for your account or for the accounts of the several Underwriters, as the case may be, of the purchase price therefor by a wire transfer of federal or certified or official bank check payable in next day funds to an account designated by the order of the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be any office of U.S. Stock Transfer Corporation designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to your obligation or the obligations of the Underwriters, as the case may be. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, any amount up to an aggregate of 375,000 ________ Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of any of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as the

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) fourth full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours hours' prior notice to the Company (or at such other time and date, not later than one week after such fourth full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as the.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters Underwriter an aggregate of 2,700,000 Common Shares, (ii) the number Selling Shareholders agree to sell to the Underwriter an aggregate of the Firm 1,000,000 Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, (iii) the Underwriter agrees to purchase such shares from the Company and the number of Firm Common Shares described belowSelling Shareholders. The purchase price per share Common Share to be paid by the several Underwriters Underwriter to the Company shall be $_____ 72.00 per share. The obligation of each Underwriter Payment for the Common Shares to be sold by the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities6:00 a.m. on December 10, 600 Xxxxxxxxxx Xxxxxx1998, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, date not later than 10:30 a.m. on the third (or, if later of the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) fifth full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated, if applicable, (the "Closing Date") by wire transfer of immediately available funds to the order of the Company. Delivery Payment for the Common Shares to be sold by the Selling Shareholders shall be made at the Closing Date by wire transfer of immediately available funds to the order of the Selling Shareholders. The Company and the Selling Shareholders shall deliver, or cause to be delivered, to the representative for the account of the Underwriter certificates for the Firm Common Shares shall to be made sold by or on behalf them at the Closing Date, against the irrevocable release of the Company to you, a wire transfer of immediately available funds for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, amount of the purchase price therefor by a wire transfer of federal funds to an account designated by the Companytherefor. The certificates for the Firm Common Shares shall be in definitive form and registered in such names and denominations as you the Underwriter shall have requested at least two full business days prior to the First Closing Date, Date and shall be made available for checking and packaging inspection on the business day preceding the First Closing Date at a location in New York, New York, York City as the Underwriter may be designated by youdesignate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the UnderwritersUnderwriter. In additionEach Selling Shareholder hereby agrees that, except to the extent payable by the Company, it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Common Shares to be sold by such Selling Shareholder to the Underwriter, or otherwise in connection with the performance of such Selling Shareholder's obligations hereunder. The Underwriter hereby advises the Company that it intends to offer for sale to the public, as described in the Prospectus, the Common Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable. The Underwriter hereby further advise the Company that (i) the Underwriter will offer the Common Shares for sale to the public initially at the price set forth in the cover page of the Prospectus. Not later than 12:00 Noon San Francisco time on the basis second business day following later of the representations, warranties and agreements herein contained, but subject to date of this Agreement or the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you the Underwriter for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the optionshall deliver, the names and denominations in which the certificates for such shares are or cause to be registered delivered, copies of the Prospectus in such quantities and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to places as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as therequest.

Purchase, Sale and Delivery of Common Shares. On -------------------------------------------- the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number [_________] of the Firm Common Shares described below in Schedule A. and (ii) the Selling Stockholder agrees to sell to the Underwriters [_______] of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholder, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholder, respectively, shall be $[_____ ] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to [__________] the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholder shall be to purchase from the Selling Stockholder that number of full shares which (as nearly as practicable, as determined by you) bears to [_____ ______] the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours hours' prior notice to the Company or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholder to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and the Selling Stockholder against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated by the CompanyCompany and by the Selling Stockholder in proportion to the number of Firm Common Shares to be sold by the Company and the Selling Stockholder, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 [________] Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 [__________] (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister register under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholder that each Underwriter has authorized you to accept delivery of its Common Shares, Shares and to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.

Purchase, Sale and Delivery of Common Shares. On the basis of -------------------------------------------- the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters 5,800,000 Firm Common Shares, and the Selling Shareholders agree to sell to the Underwriters the number of the Firm Common Shares described below in set forth beside such Selling Shareholders' name on Schedule A. The B hereto, aggregating 1,100,000 Firm Common Shares, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders the number of Firm Common Shares described belowset forth opposite their respective names in Schedule A hereto. The purchase price per share to be paid by the several Underwriters to the Company and the Selling Shareholders shall be $_______ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates certificate(s) for the Firm Common Shares to be purchased by the Underwriters shall be made by or on behalf of the Company and payment therefor the Selling Shareholders to the Underwriters or to the account of Xxxxxxxxxx Securities at the Depositary Trust Corporation, New York, New York ("DTC"), as the Representatives may direct, for the respective accounts of Underwriters. In the event certificates are delivered to the Underwriters other than through DTC, such delivery shall be made at the offices of Montxxxxxx XxxuritiesXxxxx, 600 Xxxxxxxxxx Xxxxxx & Xxxxxx LLP, 000 Xxxxxxxxxxx Xxxxxx, San FranciscoXxxxx 0000, California Xxxxxx, Xxxxxxxx 00000 (or such other place as may be agreed upon by the Company Company, the Selling Shareholders and the Representatives) ). Delivery of certificates, whether through DTC or otherwise, shall be made at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c15cb-1(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, after 4:30 p.m. Washington p.m., Washington, D.C. time, the fourth) full business day following the first date day that any of the Common Shares are released by you the Underwriters for sale to the public, as you the Representatives shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you the Underwriters for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you the Representatives shall have requested at least two full business days prior to the First Closing Date, Date and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by youthe Representatives. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Payment by the Underwriters for the purchase price for the Firm Common Shares shall be made by wire transfer in federal funds to ____________________ Bank, account number _________________, in the case of the Company, and to ____________________ Bank, account number ___________________, in the case of the Selling Shareholders. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 375,000 _________ Optional Common Shares Shares, and the __________ Selling Shareholders hereby grant an option to the Underwriters to purchase up to _________ Optional Shares, aggregating 1,035,000 shares, at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option options granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Firm Common Shares are released by you the Underwriters for sale to the public, public upon notice by you the Underwriters to the Company and the Selling Shareholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the optionoptions, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by youthe Underwriters, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares to be sold by the Company and the Selling Shareholders, respectively, pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 6,900,000 (subject to such adjustments to eliminate any fractional share purchases as you the Underwriters in your their discretion may make). In the event that the option is exercised by the Underwriters for less than all of the Optional Common Shares, the number of Optional Common Shares with respect to which the option is exercised shall be purchased from the Company and the Selling Shareholders on a pro rata basis. Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company purchased, as specified in the two preceding paragraphsthis Section 5. At any time before lapse of the option, you the Underwriters may cancel such option by giving written notice of such cancellation to the CompanyCompany and the Option Selling Shareholder. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised Subject to the Company that each Underwriter has authorized you terms and conditions hereof, the Underwriters propose to accept delivery make a public offering of its their respective portions of the Firm Common Shares, to make payment and of the Optional Common Shares if and to receipt therefor. Youthe extent that the Underwriters exercise their option to purchase Optional Common Shares, individually as soon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and not as theat the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell the Shares to the Underwriters Underwriter, and the number of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company Company, the number Shares at a purchase price of Firm Common Shares described below$10.925 per share (the "Purchase Price"). The purchase price per share Company is advised by you that the Underwriter proposes to be paid by deposit the several Underwriters Shares with the trustee of the Trust, a registered unit investment trust under the Investment Company Act of 1940, as amended, for which PaineWebber Incorporated acts as sponsor and depositor, in exchange for units in the Trust (the "Offering") as soon after the execution and delivery hereof as in the judgment of the Underwriter is advisable (and, if necessary, any post-effective amendment to the Company shall be $_____ per shareRegistration Statement). The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall Underwriter will be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon delivered by the Company to the office of PaineWebber Incorporated at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in accordance with the terms of this Underwriting Agreement and against payment of the Representatives) Purchase Price therefor by wire transfer of same day funds payable to the order of the Company in the amount of $28,500,004 at the bank account designated in writing by the Company at least one business day prior to the Closing Date, at 10:00 a.m., New York time, on May 29, 1998 (or if the NYSE or American Stock Exchange or commercial banks in the City of New York are not open on such day, the next day on which such exchanges and banks are open), or at such other time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two eight full business days prior to thereafter as the First Closing Date, Underwriter and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchasemutually agree, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any such time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date,." shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold If requested by the Company pursuant to such notice of exercise by a fractionUnderwriter, the numerator of which is Shares will be prepared in definitive form and in such authorized denominations and registered in such names as the number of Firm Common Shares Underwriter may request upon at least two business days' prior notice to be purchased by such Underwriter as set forth opposite its name in Schedule A the Company and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on at the office of PaineWebber Incorporated at least one business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation prior to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as theClosing Date.

Purchase, Sale and Delivery of Common Shares. The Firm Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Common Shares described belowset forth opposite their names on Schedule A hereto. The purchase price per share Firm Common Share to be paid by the several Underwriters to the Company shall be $[_____ ] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common SharesFirst Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and against payment therefor by wire transfer of immediately available funds to the order of the Company shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon to by the Company and the Representatives) at [___] a.m., San Francisco time on [___], 1997, or such other time and date, date not later than 10:30 a.m., San Francisco time on [___], 1997 [10 business days later] as the third Representatives shall designate by notice to the Company (orthe time and date of such closing are herein called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide such notice to postpone the First Closing Date as originally scheduled include, if but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10 hereof. The Optional Common Shares; The Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 750,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares are pricedand the Optional Common Shares). Such time and date of delivery, as contemplated by Rule 15c6-1(c) under if subsequent to the Securities Exchange Act of 1934First Closing Date, as amended (is herein called the "Exchange Act"), after 4:30 p.m. Washington D.C. time, Second Closing Date" and shall be determined by the fourth) Representatives and shall not be earlier than three nor later than five full business day following days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the first date number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Common Shares. The Representatives may cancel the option at any time prior to its lapse by giving written notice of such cancellation to the Company. Public Offering of the Common Shares are released by you Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as you shall designate by at least 48 hours prior notice described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective and the Representatives, in their sole judgment, have determined is advisable and practicable. The Representatives hereby further advise the Company that (i) the Underwriters will offer the Common Shares for sale to the Company public initially at a price of $[___] per share and to certain dealers selected by the Representatives at a price that represents a concession of not more than $[___] per share from such initial public offering price and (ii) any Underwriter may allow, and such dealers may reallow, a concession of not more than $[___] per share to any other Underwriter or to certain other dealers. Payment for the "First Closing Date"); provided, however, that if Common Shares. Payment for the Prospectus is Common Shares shall be made at any time prior to the First Closing Date recirculated 9 (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the publicorder of the Company. It is understood that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. Montxxxxxx Xxxurities, individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date shall occur upon or the later of the third or fourthSecond Closing Date, as the case may be, full business day following for the first date that account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Delivery of the Common Shares are released by you for sale Shares. The Company shall deliver, or cause to be delivered, to the public or Representatives for the date that is 48 hours after accounts of the date that the Prospectus has been so recirculated. Delivery of several Underwriters certificates for the Firm Common Shares shall be made by or on behalf of at the Company to youFirst Closing Date, for the respective accounts of the Underwriters against payment by youwire transfer of immediately available funds therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, of certificates for the Optional Common Shares the Underwriters have agreed to purchase price therefor at the First Closing Date or the Second Closing Date, as the case may be, against payment by a wire transfer of federal immediately available funds to an account designated by the Companytherefor. The certificates for the Firm Common Shares shall be in definitive form and registered in such names and denominations as you the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for checking and packaging inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York, New York, York City as the Representatives may be designated by youdesignate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as the.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The -------------------------------------------- purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholder, respectively, shall be $_____ equal to the initial price to the public per shareshare less an amount per share equal to the per share underwriting discount. The initial price to the public, which shall be a fixed price, and the underwriting discount will be determined by separate agreement among the Company, the Selling Stockholder and the Representatives in substantially the form set forth as Schedule C hereto on the basis of the reported prices or quotations of the Common Stock on the Nasdaq National Market immediately prior to the determination. Such initial public offering price shall not be higher than the last sale price of the Common Stock of the Company on the Nasdaq National Market immediately prior to such determination of the initial public offering price. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 500,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholder shall be to purchase from the Selling Stockholder that number of full shares which (as nearly as practicable, as determined by you) bears to 2,000,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, or if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such fifth full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholder to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Stockholder against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal certified or official bank checks payable in next day funds to an account designated the order of the Company and of the Agent in proportion to the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Stockholder, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company Selling Stockholder setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company Selling Stockholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company Selling Stockholder as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanySelling Stockholder. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholder that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_______ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) set forth below at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington P.M. Washington, D.C. timeTime, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours hours' prior notice to the Company (or at such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal or certified or official bank checks payable in same day funds to an account the order of a title company designated by the CompanyCompany to facilitate payment by the Company for the acquisition of the Acquisition Hotels. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested in writing to the Company or the Company's transfer agent at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New YorkYork or such other location, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 the Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 8,600,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New YorkYork or such other location, as may be designated by you. The manner Payment for the Optional Common Shares shall be made directly to the Company, or such other party as designated by the Company, by wire transfer of payment for same-day funds and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Common Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to issue a receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of -------------------------------------------- the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 2,000,000 of the Firm Common Shares described below in Schedule A. and (ii) the Selling Shareholder agrees to sell to the Underwriters an aggregate of 200,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholder, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Shareholder, respectively, shall be $_________ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 2,000,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder that number of full shares which (as nearly as practicable, as determined by you) bears to 200,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Shareholder to you, for the your respective accounts of with respect to the Underwriters Firm Common Shares to be sold by the Company and by the Selling Shareholder against payment by you, for the your respective accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal certified or official bank checks payable in immediately available funds to an account designated the order of the Company and of the Agent in proportion to the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Shareholder, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a such location in New York, New York, York as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 280,000 and 50,000 Optional Common Shares Shares, respectively, at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. If the Underwriters exercise such option, the Company agrees to sell to the Underwriters an aggregate of 280,000 Optional Common Shares and the Selling Shareholder agrees to sell to the Underwriters in the respective amounts set forth in Schedule B attached hereto, an aggregate of 50,000 Optional Common Shares. If the option granted hereby is exercised in part, the respective number of Optional Common Shares to be sold by the Company and the Selling Shareholder shall be determined on a pro rata basis in the same proportion as (x) the number of Optional Common Shares that the Company or such Selling Shareholder would have sold had the option been exercised in whole bears to (y) the total number of Optional Common Shares that would have been sold had the option been exercised in whole, with such adjustments made by you as are necessary to avoid fractional shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Selling Shareholder setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five four full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company and the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a such location in New York, New York, York as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company and the Selling Shareholder as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and the Selling Shareholder. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised Subject to the terms and conditions hereof, you propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used. Not later than 4:00 p.m. on the business day following the date the Common Shares are released by you for sale to the public, the Company that each Underwriter has authorized shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as theshall request.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 750,000 of the Firm Common Shares described below Shares, and (ii) the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 1,700,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholders, respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 750,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery The obligation of certificates for each Underwriter to the Selling Stockholders shall be to purchase from the Selling Stockholders that number of full shares which (as nearly as practicable, as determined by you) bears to 1,700,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not Shares. Not later than 4:00 p.m. on the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you the Underwriter for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if shall deliver or cause to be delivered copies of the Prospectus is in such quantities and at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, such places as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares Representatives shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as therequest.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 1,450,000 of the Firm Common Shares described below and (ii) the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 850,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholders, respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 1,450,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholders shall be to purchase from the Selling Stockholders that number of full shares which (as nearly as practicable, as determined by you) bears to 850,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters shall be made as directed by Representatives and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesFenwick & West LLP, 600 Xxxxxxxxxx XxxxxxTwo Palo Alto Square, San FranciscoPalo Alto, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Stockholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer certified or official bank checks payable to the order of federal funds the Company and of the Agent in proportion to an account designated the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Stockholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 345,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. In the event that the Underwriters elect to purchase less than all of the Optional Common Shares, the number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in SCHEDULE A and the denominator of which is 2,300,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five the third (or, if the Firm Common Shares are priced as contemplated by Rule 15c6-1(c) of the Exchange Act, after 4:30 p.m. Washington, D.C. time, the fourth) full business days day after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 2,977,983 of the Firm Common Shares described below Shares, and (ii) the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 22,017 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders, respectively, the number of Firm Common Shares described belowset forth opposite the name of each such Underwriter in Schedule A hereto. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Shareholders, respectively, shall be $_____ 17.79 per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Shareholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Shareholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated the Company and to the Agent in proportion to the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Shareholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 450,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 3,000,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Shareholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the 2,000,000 Firm Common Shares described below in Schedule A. The Shares, and the Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described belowset forth opposite their respective names in Schedule A hereto. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ $ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates certificate(s) for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made by or on behalf of the Company to the Underwriters or to the account of Hoak Xxxexxxxx Xxxnxxxx & Xo. at the Depositary Trust Corporation, New York, New York ("DTC"), or otherwise as the Representatives may direct, for the respective accounts of Underwriters. In the event certificates are delivered to the Underwriters other than through DTC, such delivery shall be made on the First Closing Date (as hereinafter defined) or the Second Closing Date (as hereinafter defined), as applicable, at the offices of Montxxxxxx XxxuritiesElias, 600 Xxxxxxxxxx Matz, Tierxxx & Xerrxxx X.X.P., 734 00xx Xxxxxx, San FranciscoX.X., California 00xx Xxxxx, Xxxxxxxxxx, X.X. 00000 (or xx such other place as may be agreed upon by the Company and the Representatives) ). Delivery of certificates, whether through DTC or otherwise, shall be made at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington p.m., Washington, D.C. time, the fourth) full business day following the first date day that any of the Common Shares are released by you the Underwriters for sale to the public, as you the Representatives shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you the Underwriters for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you the Representatives shall have requested in writing at least two full business days prior to the First Closing Date, Date and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by youthe Representatives. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Payment by the Underwriters for the purchase price for the Firm Common Shares shall be made by wire transfer or check in immediately available funds at the option of the Company, which shall be communicated to the Representatives at least three Business Days prior to the First and/or Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 375,000 300,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Firm Common Shares are released by you the Underwriters for sale to the public, public upon written notice by you the Underwriters to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising Subject to the optionterms and conditions hereof, the names and denominations in which Underwriters propose to make a public offering of their respective portions of the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A Shares, and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be if and to the same extent that the Underwriters exercise their option to purchase Optional Common Shares, as for soon after the Firm effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus. Not later than 12:00 p.m. on the second business day following the date the Common Shares purchased from are released by the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation Underwriters for sale to the Company. If the option is canceled or expires unexercised in whole or in partpublic, the Company will deregister under shall deliver or cause to be delivered copies of the Act Prospectus in such quantities and at such places as the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as theRepresentatives shall request.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to you and the Underwriters Underwriters, as the number case may be, all of the Firm Common Shares described below in Schedule A. The Shares, and (ii) you and the Underwriters agree, severally and not jointly, to purchase from the Company the number of such Firm Common Shares described belowShares. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by you or the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesFriedman, 600 Xxxxxxxxxx XxxxxxBillings, San FranciscoRamsey & Co., California Inc., Potomac Tower, 18th Floor, 1001 Nineteenth Street Xxxxx, Arlington, Vxxxxxxx (or such other place as may be agreed upon by the Company and the Representativesxx xxxx xxxxx xxacx xx xxx xx xxxxxx xxxx xx xxx Xxxxxxx xxx xxx Xxpresentatives) at such time and date, not later than on the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under purchase set forth in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), above paragraph is determined after 4:30 p.m. Washington p.m., Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company public (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for your account or for the respective accounts of the Underwriters Underwriters, as the case may be, against payment by you, you for your account or for the accounts of the several Underwriters, as the case may be, of the purchase price therefor by a wire transfer of federal or certified or official bank checks payable in next day funds to an account designated by the order of the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New YorkArlington, New YorkVirginia, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to your obligation or the obligations of the Underwriters, as the case may be. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to you or to the several Underwriters Underwriters, as the case may be, to purchase, severally and not jointly, up to an aggregate of 375,000 480,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for your account or the account of the Underwriters Underwriters, as the case may be, in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which you or the Underwriters Underwriters, as the case may be, are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 3,200,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New YorkArlington, New YorkVirginia, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in partapplicable, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You you have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. YouIf applicable, you, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, you or the Underwriters, as the case may be, agree to make a public offering of the Common Shares as soon after the effective date of the Registration Statement (as hereafter defined) as in your judgment is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the -------------------------------------------- basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the 6,000,000 Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described in Schedule A below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesCleary, 600 Xxxxxxxxxx XxxxxxGottlieb, San FranciscoXxxxx & Xxxxxxxx, California Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account or accounts designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company THIN International hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 900,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company said Selling Stockholder setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three one nor later than five three full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company said Selling Stockholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphsparagraphs (except that the relevant account or accounts shall be designated by the Selling Stockholder). At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Companysaid Selling Stockholder. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholder that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 1,434,016 of the Firm Common Shares described below and (ii) the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 915,984 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholders, respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 1,434,016 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholders shall be to purchase from the Selling Stockholders that number of full shares which (as nearly as practicable, as determined by you) bears to 915,984 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters shall be made as directed by Representatives and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesFenwick & West LLP, 600 Xxxxxxxxxx XxxxxxTwo Palo Alto Square, San FranciscoPalo Alto, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Stockholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer certified or official bank checks payable to the order of federal funds the Company and of the Agent in proportion to an account designated the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Stockholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 352,500 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. In the event that the Underwriters elect to purchase less than all of the Optional Common Shares, the number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in SCHEDULE A and the denominator of which is 2,350,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five the third (or, if the Firm Common Shares are priced as contemplated by Rule 15c6-1(c) of the Exchange Act, after 4:30 p.m. Washington, D.C. time, the fourth) full business days day after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 4,000,000 of the Firm Common Shares described below Shares, and (ii) the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 243,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders, respectively, the number of Firm Common Shares described belowset forth opposite the name of each such Underwriter in Schedule A hereto. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Shareholders, respectively, shall be $______ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Shareholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Shareholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated the Company and to the Agent in proportion to the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Shareholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 636,450 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 4,243,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Shareholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.

Purchase, Sale and Delivery of Common Shares. On the -------------------------------------------- basis of the representations, warranties and agreements herein containedset forth herein, but and subject to the terms and conditions herein set forthforth herein, (i) the Company agrees to issue and sell to the Underwriters the number 1,600,000 of the Firm Common Shares; (ii) each of the Selling Stockholders agrees to sell to the Underwriters the number of Firm Common Shares described below set forth opposite the name of such Selling Stockholder in Schedule A. The A annexed hereto; and (iii) the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders the number of Firm Common Shares described belowset forth opposite the name of such Underwriter in Schedule B annexed hereto. The purchase price per share to be paid by the several Underwriters to the Company and the Selling Stockholders shall be [$_____ ] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) set forth below at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the later of the first date that any of the Common Shares are released by you for sale to the public or and the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds in proportion to an account the number of Firm Common Shares to be sold by the Company and the Selling Stockholders, respectively,to the order of (i) the Company or other agent designated by the CompanyCompany and (ii) the Custodian. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New YorkYork or such other location, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as the.

Purchase, Sale and Delivery of Common Shares. On the basis of -------------------------------------------- the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 1,500,000 of the Firm Common Shares described below Shares, and (ii) the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 1,500,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Shareholders, respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 1,500,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Shareholders shall be to purchase from the Selling Shareholders that number of full shares which (as nearly as practicable, as determined by you) bears to 1,500,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 24 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth full business day, as the case may be, as may be agreed upon by the Company and the Underwriters) (the "First Closing Date"); provided, however, that if the ------------------ Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Shareholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Shareholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated by the CompanyCompany and to an account designated by the Agent (each such wire transfer shall be in proportion to the number of Firm Common Shares to be sold by the Company and the Selling Shareholders, respectively). The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 450,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. If the Underwriters exercise such option, the Company agrees to sell to the Underwriters an aggregate of 225,000 Optional Common Shares, and the Selling Shareholders agree to sell to the Underwriters an aggregate of 225,000 Optional Common Shares. If the option granted hereby is exercised in part, the respective number of Optional Common Shares to be sold by the Company and the Selling Shareholders shall be determined on a pro rata basis in the same proportion as (x) the number of Optional Common Shares that the Company or the Selling Shareholders would have sold had the option been exercised in whole bears to (y) the total number of Optional Common Shares that would have been sold had the option been exercised in whole, with such adjustments made by you as are necessary to avoid fractional shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Selling Shareholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any ------------------- time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company and the Selling Shareholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company and the Selling Shareholders as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and the Selling Shareholders. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will as soon as practicable deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final Prospectus. Not later than 12:00 p.m. on the second business day following the date the Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request.

Purchase, Sale and Delivery of Common Shares. The Firm Common Shares. Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters the Firm Common Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Common Shares described below. set forth opposite their names on Schedule A. The purchase price per share Firm Common Share to be paid by the several ---------- Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common SharesFirst Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesNationsBanc Xxxxxxxxxx Securities LLC, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon to by the Company and the RepresentativesUnderwriters) at 6:00 a.m. San Francisco time, on March __, 1998, or such other time and date, date not later than 10:30 a.m. San Francisco time, on March __, 1998 as the third Underwriters shall designate by notice to the Company (orthe time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Underwriters may provide notice to postpone the First Closing Date as originally scheduled include, if but are in no way limited to, any determination by the Company or the Underwriters to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10 of this Agreement. The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Selling Stockholders severally, and not jointly and severally, hereby grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 420,000 Optional Common Shares from the Selling Stockholders at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriters to the Selling Stockholders (with a copy to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares are pricedand the Optional Common Shares). Such time and date of delivery, as contemplated by Rule 15c6-1(c) under if subsequent to the Securities Exchange Act of 1934First Closing Date, as amended (is called the "Exchange Act"), after 4:30 p.m. Washington D.C. time, Second Closing Date" and shall be determined by the fourth) Underwriters and shall not be earlier than three nor later than five full business day following days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the first date number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of ---------- such Selling Stockholder bears to the total number of Optional Common Shares. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders (with a copy to the Company). Public Offering of the Common Shares are released by you Shares. The Underwriters hereby advise the Company and the Selling Stockholders that the Underwriters intend to offer for sale to the public, as you shall designate described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Underwriters, in their sole judgment, have determined is advisable and practicable. Payment for the Common Shares. Payment for the Common Shares to be sold by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is shall be made at any time prior to the First Closing Date recirculated 9 by wire transfer of immediately available funds to the publicorder of the Company. Payment for the Common Shares to be sold by the Selling Stockholders shall be made, if applicable, at the Second Closing Date by wire transfer of immediately available funds to the order of the Custodian. It is understood that NationsBanc Xxxxxxxxxx Securities LLC has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. NationsBanc Xxxxxxxxxx Securities LLC, individually, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by NationsBanc Xxxxxxxxxx Securities LLC by the First Closing Date shall occur upon or the later of the third or fourthSecond Closing Date, as the case may be, full business day following for the first date account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that any (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Common Shares are released to be sold by you for sale such Selling Stockholder to the public several Underwriters, or otherwise in connection with the date that performance of such Selling Stockholder's obligations hereunder and (ii) the Custodian is 48 hours after authorized to deduct for such payment any such amounts from the date that proceeds to such Selling Stockholder hereunder and to hold such amounts for the Prospectus has been so recirculatedaccount of such Selling Stockholder with the Custodian under the Custody Agreement. Delivery of the Common Shares. The Company shall deliver, or cause to be delivered, to NationsBanc Xxxxxxxxxx Securities LLC for the accounts of the several Underwriters certificates for the Firm Common Shares shall to be made sold by or on behalf it at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the Company purchase price therefor. The Selling Stockholders shall deliver, or cause to yoube delivered, for the respective accounts of the Underwriters against payment by you, to NationsBanc Xxxxxxxxxx Securities LLC for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase from them at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor by a wire transfer of federal funds to an account designated by the Companytherefor. The certificates for the Firm Common Shares shall be in definitive form and registered in such names and denominations as you the Underwriters shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for checking and packaging inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York, New York, York City as NationsBanc Xxxxxxxxxx Securities LLC may be designated by youdesignate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the basis of second business day following the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you the Underwriters for sale to the public, upon notice by you to the Company setting forth shall deliver or cause to be delivered copies of the aggregate number of Optional Common Shares Prospectus in such quantities and at such places as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as therequest.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number 3,000,000 of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 3,000,000 in the same proportion as the number of shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third full business day, as may be agreed upon by the Company and the Underwriters) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a certified or official bank checks payable in next day funds or by wire transfer to the order of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered to the Underwriters copies of the Prospectus in such quantities and at such places as the Representatives shall request. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 450,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than onceor from time to time) within 30 days on or before the thirtieth (30th) day after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such The time of any delivery of Optional Common Shares (which may not be earlier than the First Closing Date), being herein referred to as the a "Second Subsequent Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second a Subsequent Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to evidence receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or a Subsequent Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell __________ Firm Shares to the Underwriters Underwriters, and the number of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described belowas hereinafter set forth at the price per share set forth in Section 1 hereof. The In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company up to __________ Optional Shares at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the several Underwriters to in the Company shall be $_____ per sharesale and distribution of the Firm Shares. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that Optional Shares which (as nearly as practicable, practicable in full shares as determined by youthe Representatives) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by all the Underwriters under this Agreement. At 9:00 a.m., Baltimore, Maryland time, on the third full business day after the commencement of the Offering, or at such other time not later than seven (7) full business days after the commencement of the Offering, as the Representatives and payment therefor shall be made the Company may agree, the Company will deliver to the Representatives, at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San FranciscoXxxxx Xxxxx, California (Incorporated, 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, X.X., or such other place as may be agreed upon by through the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act facilities of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by youThe Depository Trust Company, for the accounts of the several Underwriters, definitive certificates representing the Firm Shares to be sold, with all transfer taxes, if any, with respect to the transfer, sale and delivery of the Firm Shares to the several Underwriters duly paid by the Company, against payment in Washington, D.C. of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated by the Company in respect of the Firm Shares being sold by the Company. Such time of delivery and payment is referred to throughout this Agreement as the "First Closing Date." The certificates for the Firm Common Shares shall to be so delivered will be in denominations and registered in such names and denominations as you shall have requested at least two the Representatives request by notice delivered to the Company prior to 9:00 a.m., Baltimore, Maryland time, no later than the second full business days prior to day preceding, the First Closing Date, and shall and, if the certificates are to be physically delivered, will be made available for checking and packaging on the business day preceding at 9:00 a.m., Baltimore, Maryland time, at least 24 hours prior to the First Closing Date at a location in New York, New York, as may to be designated by youthe Representatives. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any The over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The allotment option granted hereunder may be exercised at any time (but not more than once) within 30 thirty (30) days after the first date that any of the Common Shares are released by you for sale to the public, Registration Statement becomes effective upon written notice by you the Representatives to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by youthe Representatives, but if at any time other than the First Closing Date Date, shall not be earlier than three (3) nor later than five seven (7) full business days after delivery of such notice of exerciseexercise to the Company. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates Definitive certificates for the Optional Common Shares, with all transfer taxes, if any, with respect to the transfer, sale and delivery of the Optional Shares to the several Underwriters duly paid by the Company, will be made available for checking and packaging on the business day preceding at 9:00 a.m., Baltimore, Maryland time, at least 24 hours prior to the Second Closing Date at a location in New York, New York, as may to be designated by youthe Representative if the certificates are to be physically delivered. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphsCompany. At any time before lapse As Representatives of the optionUnderwriters, you may cancel such the option at any time prior to its expiration by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You The Representatives have advised the Company that each Underwriter has authorized you the Representatives to accept delivery of its Common Shares, Shares and to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to you and the Underwriters Underwriters, as the number case may be, all of the Firm Common Shares described below in Schedule A. The Shares, and (ii) you and the Underwriters agree, severally and not jointly, to purchase from the Company the number of such Firm Common Shares described belowShares. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to [_______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares] per share. Delivery of certificates for the Firm Common Shares to be purchased by you or the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesFriedman, 600 Xxxxxxxxxx XxxxxxBillings, San FranciscoRamsey & Co., California Inc., Potomac Tower, 18th Floor, 1001 Nineteenth Street Xxxxx, Arlington, Vixxxxxx (or such other place as may be agreed upon by the Company and the Representativesxx xxxx xxxxx xxxce xx xxx xx xxxxxx xxxx xx xxx Xxxxxxx xxx xxx Xxxresentatives) at such time and date, not later than on the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under purchase set forth in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), above paragraph is determined after 4:30 p.m. Washington p.m., Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company public (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for your account or for the respective accounts of the Underwriters Underwriters, as the case may be, against payment by you, you for your account or for the accounts of the several Underwriters, as the case may be, of the purchase price therefor by a wire transfer of federal or certified or official bank checks payable in next day funds to an account designated by the order of the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New YorkArlington, New YorkVirginia, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to your obligation or the obligations of the Underwriters, as the case may be. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to you or to the several Underwriters Underwriters, as the case may be, to purchase, severally and not jointly, up to an aggregate of 375,000 127,500 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for your account or the account of the Underwriters Underwriters, as the case may be, in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which you or the Underwriters Underwriters, as the case may be, are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 3,200,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New YorkArlington, New YorkVirginia, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in partapplicable, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You you have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. YouIf applicable, you, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, you or the Underwriters, as the case may be, agree to make a public offering of the Common Shares as soon after the effective date of the Registration Statement (as hereafter defined) as in your judgment is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. The to the Underwriters. Each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company the number of Firm Common Shares described belowset forth opposite the name of such Underwriter in Schedule A hereto. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ equal to the initial price to the public per shareshare less an amount per share equal to the per share underwriting discount. The obligation of each Underwriter initial price to the Company public, which shall be to purchase from a fixed price, and the underwriting discount will be determined by separate agreement between the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ and the same proportion as Underwriters in substantially the number of shares form set forth opposite as Schedule B hereto. Such initial price shall not be higher than the name last sale price of the Common Stock reported on the American Stock Exchange immediately prior to such Underwriter in Schedule A hereto bears to the total number of Firm Common Sharesdetermination. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxxxxxx Securities, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesBrown, 600 Xxxxxxxxxx XxxxxxRudnick, San FranciscoFreed & Gesmer, California One Financial Center, Boston, Massachusetts (or such other place as may be agreed upon by the Company and the Representatives) ), at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-15c6- 1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington P.M., Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you the Representatives for sale to the public, as you the Representatives shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you the Representatives for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to youthe Representatives, for the respective accounts of the Underwriters against payment by youthe Representatives, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal certified or official bank checks payable in next day funds to an account designated by the order of the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you the Representatives shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by youthe Representatives. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 300,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you the Representatives for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 thirty days after the first date that any of the Common Shares are released by you the Representatives for sale to the public, upon notice by you the Representatives to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by youthe Representatives, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A hereto and the denominator of which is 375,000 2,000,000 (subject to such adjustments to eliminate any fractional share purchases as you the Representatives in your their discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by youthe Representatives. The manner of payment for and delivery of of, the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you the Representatives may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You The Representatives have advised the Company that each Underwriter has authorized you the Representatives to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the 1,000,000 Firm Common Shares described below in Schedule A. The and each Selling Shareholder agrees to sell to the Underwriters agreethat number of Firm Common Shares as is set forth opposite the name of such Selling Shareholder on SCHEDULE B. Each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders the number of Firm Common Shares described belowset forth opposite the name of such Underwriter in SCHEDULE A hereto. The purchase price per share to be paid by the several Underwriters to the Company and the Selling Shareholders shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours hours' prior notice to the Company and the Selling Shareholders (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Underwriters) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Shareholders to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated in writing by the CompanyCompany and the Agent. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company certain Selling Shareholders, severally and not jointly, hereby grants an option grant options to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 450,000 Optional Common Shares in the respective amounts set forth opposite the name of each such Selling Shareholder in SCHEDULE B hereto; in each case at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. In the event that the Underwriters elect to purchase less than all of the Optional Common Shares, the number of Optional Common Shares to be purchased from each such Selling Shareholder shall be determined by multiplying the aggregate number of Optional Common Shares to be purchased by a fraction, the numerator of which is the total number of Optional Common Shares set forth opposite the name of such Selling Shareholder in SCHEDULE B hereto and the denominator of which is 450,000. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Selling Shareholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company Selling Shareholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule SCHEDULE A and the denominator of which is 375,000 3,000,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company Selling Shareholders as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and the Selling Shareholders. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company and the Selling Shareholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to give receipt therefor. YouYou may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, individually as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and not conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as thesoon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 2,00,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 300,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Selling Shareholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Shareholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used. On or prior to 4:00 p.m. San Francisco time on the day after the date of this Agreement, the Company shall deliver to the Underwriters copies of the Prospectus at such places and in such quantities that they shall have requested.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the 1,000,000 Firm Common Shares described below in Schedule A. The to the Underwriters, and the Underwriters agree, severally and not jointly, agree to purchase from the Company the number of Firm Common Shares described below. The purchase as hereinafter set forth at the price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the UnderwritersSection 1 hereof. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase from the Company up to an aggregate of 375,000 150,000 Optional Common Shares at the same purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments overallotment made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. At 9:00 A.M., Baltimore time, on the third full business day after the public offering, or at such other time not later than one week after such third full business day as may be agreed upon by you and the Company, the Company will deliver to you at your offices located at 1720 Eye Street, N.W., Washington, D.C., or through the facilities of The Depository Trust Company, for the accounts of the Underwriters, certificates representing the Firm Common Shares to be sold, against payment in Washington, DC of the purchase price therefor in next day funds payable, as appropriate, to the order of the Company in respect of the Firm Common Shares being sold by the Company. Such time of delivery and payment is referred to throughout this Agreement as the "First Closing Date." The certificates for the Firm Common Shares to be so delivered will be in denominations and registered in such names as you request by notice delivered to the Company prior to 9:00 A.M., Baltimore time, no later than two business days prior to the First Closing Date, and will be made available for checking and packaging at such time and at such location to be designated by you. The overallotment option granted hereunder may be exercised at any time (but not more than once) within 30 thirty (30) days after the first date that any of the Common Shares are released by you for sale to the public, Registration Statement becomes effective upon written notice by from you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date, as hereinafter defined), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date Date, shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The number of Optional Common Shares exercise to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make)Company. Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a such time and at such location in New York, New York, as may to be designated by you. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in Company. You may cancel the two preceding paragraphs. At option at any time before lapse of the option, you may cancel such option prior to its expiration by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as the.

Purchase, Sale and Delivery of Common Shares. On the -------------------------------------------- basis of the representations, warranties and agreements herein containedset forth herein, but and subject to the terms and conditions herein set forthforth herein, (i) the Company agrees to issue and sell to the Underwriters the number 1,600,000 of the Firm Common Shares; (ii) each of the Selling Stockholders agrees to sell to the Underwriters the number of Firm Common Shares described below set forth opposite the name of such Selling Stockholder in Schedule A. The A annexed hereto; and (iii) the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders the number of Firm Common Shares described belowset forth opposite the name of such Underwriter in Schedule B annexed hereto. The purchase price per share to be paid by the several Underwriters to the Company and the Selling Stockholders shall be [$_____ _] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) set forth below at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the later of the first date that any of the Common Shares are released by you for sale to the public or and the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds in proportion to an account the number of Firm Common Shares to be sold by the Company and the Selling Stockholders, respectively,to the order of (i) the Company or other agent designated by the CompanyCompany and (ii) the Custodian. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New YorkYork or such other location, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein containedset forth herein, but and subject to the terms and conditions herein set forthforth herein, the Company and the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional 450,000 Option Common Shares, from the Company and the Selling Stockholders in proportion to the number of Firm Common Shares to be sold by the Company and each of the Selling Stockholders, respectively, at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-over- allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as the

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number 3,000,000 of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. A. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third full business day, as may be agreed upon by the Company and the Underwriters) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a certified or official bank checks payable in next day funds or by wire transfer to the order of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered to the Underwriters copies of the Prospectus in such quantities and at such places as the Representatives shall request. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 450,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time on or before the thirtieth (but not more than once30th) within 30 days day after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such The time of any delivery of Optional Common Shares (which may not be earlier than the First Closing Date), being herein referred to as the a "Second Subsequent Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second a Subsequent Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to evidence receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or a Subsequent Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. The Underwriters agreeShares. Each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm Common Shares described belowset forth opposite the name of such Underwriter in SCHEDULE A hereto. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours hours' prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated in writing by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholders, severally and not jointly, hereby grants an option grant options to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 525,000 Optional Common Shares in the respective amounts set forth opposite the name of each such Selling Shareholder in SCHEDULE B hereto; in each case at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. In the event that the Underwriters elect to purchase less than all of the Optional Common Shares, the number of Optional Common Shares to be purchased from each Selling Shareholder shall be determined by multiplying the aggregate number of Optional Common Shares to be purchased by a fraction, the numerator of which is the total number of Optional Common Shares set forth opposite the name of such Selling Shareholder in SCHEDULE B hereto and the denominator of which is 577,500. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and said Selling Shareholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company Selling Shareholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule SCHEDULE A and the denominator of which is 375,000 3,500,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs, except that payment by you of the purchase price for the Optional Common Shares, for the accounts of the several Underwriters, shall be by wire transfer of federal funds to an account designated by the Agent. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and said Selling Shareholders. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company and the Selling Shareholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to give receipt therefor. YouYou may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, individually as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and not conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as thesoon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis -------------------------------------------- of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 2,950,000 of the Firm Common Shares described below Shares, and (ii) the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 550,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Shareholders, respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 2,950,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Shareholders shall be to purchase from the Selling Shareholders that number of full shares which (as nearly as practicable, as determined by you) bears to 550,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 24 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth full business day, as the case may be, as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Shareholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Shareholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated by the CompanyCompany and to an account designated by the Agent (each such wire transfer shall be in proportion to the number of Firm Common Shares to be sold by the Company and the Selling Shareholders, respectively). The certificates certificate for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall share be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Principal Shareholder hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 525,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. If the Underwriters exercise such option, the Company and the Principal Shareholder agree to sell to the Underwriters an aggregate of 525,00 Optional Common Shares in the respective amounts set forth in Schedule B attached hereto. If the option granted hereby is exercised in part, the respective number of Optional Common Shares to be sold by the Company and the Principal Shareholder shall be determined on a pro rata basis in the same proportion as (x) the number of Optional Common Shares that the Company or the Principal Shareholder would have sold had the option been exercised in whole bears to (y) the total number of Optional Common Shares that would have been sold had the option been exercised in whole, with such adjustments made by you as are necessary to avoid fractional shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Principal Shareholder setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company and the Principal Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company and the Selling Shareholders as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and the Principal Shareholder. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will as soon as practicable deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Shareholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the 1,700,000 Firm Common Shares described below in Schedule A. The Shares, and the Selling Shareholders agree to sell to the Underwriters 600,000 Firm Common Shares, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders the number of Firm Common Shares described belowset forth opposite their respective names in Schedule A hereto. The purchase price per share to be paid by the several Underwriters to the Company and the Selling Shareholders shall be $_______ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate the number of 375,000 Optional Common Shares indicated on the first page of this Agreement at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Firm Common Shares are released by you the Underwriters for sale to the public, public upon notice by you the Underwriters to the Company and the Selling Shareholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by youthe Underwriters, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares with respect to be sold by which are the Company options are exercised pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you the Underwriters in your their discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company purchased, as specified in the two preceding paragraphsthis Section 5. At any time before lapse of the option, you the Underwriters may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised Not later than 12:00 p.m. on the second business day following the date the Common Shares are released by the Underwriters for sale to the public, the Company that each Underwriter has authorized you shall deliver or cause to accept delivery be delivered copies of its Common Shares, to make payment the Prospectus in such quantities and to receipt therefor. You, individually and not at such places as thethe Representatives shall request.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 1,700,000 of the Firm Common Shares described below Shares, and (ii) the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 1,200,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Shareholders, respectively, shall be $_________ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 1,700,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Shareholders shall be to purchase from the Selling Shareholders that number of full shares which (as nearly as practicable, as determined by you) bears to 1,200,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as themay

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to you and the Underwriters Underwriters, as the number case may be, all of the Firm Common Shares described below in Schedule A. The Shares, and (ii) you and the Underwriters agree, severally and not jointly, to purchase from the Company the number of such Firm Common Shares described belowShares. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by you or the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesFriedman, 600 Billings, Xxxxxx & Co., Inc., Xxxxxxx Xxxxx, 00xx Xxxxx, 0000 Xxxxxxxxxx XxxxxxXxxxxx Xxxxx, San FranciscoXxxxxxxxx, California Xxxxxxxx (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than on the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under purchase set forth in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), above paragraph is determined after 4:30 p.m. Washington p.m., Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company public (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for your account or for the respective accounts of the Underwriters Underwriters, as the case may be, against payment by you, you for your account or for the accounts of the several Underwriters, as the case may be, of the purchase price therefor by a wire transfer of federal or certified or official bank checks payable in next day funds to an account designated by the order of the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New YorkArlington, New YorkVirginia, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to your obligation or the obligations of the Underwriters, as the case may be. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to you or to the several Underwriters Underwriters, as the case may be, to purchase, severally and not jointly, up to an aggregate of 375,000 225,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for your account or the account of the Underwriters Underwriters, as the case may be, in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which you or the Underwriters Underwriters, as the case may be, are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date, if any, are collectively herein referred to as a "Closing Date". The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 1,500,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New YorkArlington, New YorkVirginia, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in partapplicable, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You you have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. YouIf applicable, you, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, you or the Underwriters, as the case may be, agree to make a public offering of the Common Shares as soon after the effective date of the Registration Statement (as hereafter defined) as in your judgment is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the [2,000,000] Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_________ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ [2,000,000] the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesMontgomery Securities, 600 Xxxxxxxxxx XxxxxxMontxxxxxx Xxxeet, San FranciscoFranxxxxx, California Xxxxxxxxxx (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. timeTime, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours hours' prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the "case may be, full business day as may be agreed upon by the Company and the Representatives) (the First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public (as set forth above) or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as theof

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters Underwriters, in the number respective amounts set forth in Exhibit A hereto, __________ of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described belowset forth opposite their respective names in Schedule A hereto. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesWarnxx Xxxxxxxx & Xudd XXX, 600 Xxxxxxxxxx 900 Old Kent Bank Building, 100 Xxxx XX, Xxxxx Xxxxxx, San Francisco, California Xxxxxxxx 00000 (or xx such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, after 4:30 p.m. p.m., Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you the Underwriters for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you the Underwriters for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal certified or official bank checks payable in next day funds to an account designated by the order of the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 210,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 1,400,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thepreceding

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number of the 2,500,000 Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company Agent setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. If the option granted hereby is exercised for less than the maximum number of Optional Common Shares being offered by the Selling Stockholders, the respective number of Optional Common Shares to be sold by each of the Selling Stockholders listed on Schedule B annexed hereto shall be determined on a pro rata basis in accordance with the number of shares set forth opposite their names on Schedule B hereto, adjusted by you in such manner as to avoid fractional interests. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner Delivery of payment certificates for and delivery of the Optional Common Shares shall be made by or on behalf of the same as Selling Stockholders to you, for the Firm respective accounts of the Underwriters with respect to the Optional Common Shares purchased from to be sold by the Company as specified in Selling Stockholders against payment by you, for the two preceding paragraphsaccounts of the several Underwriters, of the purchase price therefor by a wire transfer of immediately available funds to an account designated by the Agent. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyAgent. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 3,000,000 of the Firm Common Shares described below Shares, and (ii) the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 70,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Shareholders, respectively, shall be $________ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 3,000,000 in the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Shareholders shall be to purchase from the Selling Shareholders that number of full shares which (as nearly as practicable, as determined by you) bears to 3,000,000 in the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesNationsBanc Xxxxxxxxxx Securities, 600 Inc., 000 Xxxxxxxxxx XxxxxxStreet, San Francisco, California (or such other place as may be agreed upon by the Company and the Representativesyou) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington P.M. Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); providedor such other time and date, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the not later of the than one week after such third or fourth, as the case may be, full business day following as may be agreed upon by the first date Company and the Underwriters) (the "First Closing Date"), provided, however, that any of in the Common Shares are released by you for sale to event the public Registration Statement is amended or the date that Prospectus is 48 hours after supplemented between the date hereof and the First Closing Date, you shall have the right to delay the First Closing Date to a date (not later than one week after such third or fourth, as the case may be, full business day) that shall allow you sufficient time to distribute the Prospectus has been so recirculatedas amended or supplemented. (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Shareholders to you, you with respect to the Firm Common Shares to be sold by the Company and by the Selling Shareholders against the irrevocable release of a wire transfer of immediately available funds for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, amount of the purchase price therefor by a wire transfer to the order of federal funds the Company and of the Agent in proportion to an account designated the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Shareholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder set forth in Schedule B hereto hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 460,500 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Selling Shareholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company Selling Shareholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 3,070,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company Selling Shareholders as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanySelling Shareholders. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised Subject to the Company that each Underwriter has authorized you to accept delivery of its Common Sharesterms and conditions hereof, the Underwriters propose to make payment a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and to receipt therefor. You, individually at the public offering price set forth on the cover page of and not as theon the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the -------------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number you an aggregate of 2,500,000 of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, (ii) you agree to purchase from the Company the number of such Firm Common Shares described belowShares. The purchase price per share to be paid by the several Underwriters you to the Company shall be $_____ per share. The obligation closing of each Underwriter to the Company transactions contemplated by this Agreement shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made held at 9:00 a.m. at the offices of Montxxxxxx XxxuritiesXxxxxxx, 600 Xxxxxxxxxx XxxxxxXxxxxx & Xxxxxxxx, San FranciscoWashington, California D.C., (or such other place as may be agreed upon by the Company and the RepresentativesRepresentative) at such time and date, not later than on the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under purchase set forth in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), above paragraph is determined after 4:30 p.m. Washington p.m., Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company public (the "First Closing Date"); provided, however, that if the Prospectus (as hereinafter defined) is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or (or, if the purchase set forth in the above paragraph is determined after 4:30 p.m., Washington, D.C. time, the fourth, as the case may be, full ) business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters your account, against payment by you, you for the accounts of the several Underwriters, your account of the purchase price therefor by a wire transfer of federal or certified or official bank check payable in next day funds to an account designated by the order of the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be any office of U.S. Stock Transfer Corporation designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwritersyour obligation. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to you an option to the several Underwriters to purchase, severally and not jointly, purchase any amount up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the your account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters you are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner any office of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as theXxxxx Fargo Bank,

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 1,100,000 of the Firm Common Shares described below Shares, and (ii) the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 1,205,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholders, respectively, shall be $_____ equal to the initial price to the public per shareshare less an amount per share equal to the per share underwriting discount. The initial price to the public, which shall be a fixed price, and the underwriting discount will be determined by separate agreement among the Company, the Selling Stockholders and the Underwriters in substantially the form set forth as Schedule C hereto. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 1,100,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholders shall be to purchase from the Selling Stockholders that number of full shares which (as nearly as practicable, as determined by you) bears to 1,205,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesSidley & Austin, 600 Xxxxxxxxxx Xxxxxxcounsel for the Company, San FranciscoOne Xxxxx Xxxxxxxx Xxxxx, California Xxxxxxx, XX 00000 (or xx such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Underwriters) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Stockholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated by the CompanyCompany and by the Agent in proportion to the number of Firm Common Shares to be sold by the Company and the Selling Stockholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and certain of the Selling Stockholders identified in Schedule B hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 345,750 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and each such Selling Stockholder setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares to be sold by the Company and such Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 2,305,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company and such Selling Stockholders as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and such Selling Stockholders. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. YouSubject to the terms and conditions hereof, individually the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and not as theat the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Selling Shareholders agree, severally and not jointly, to issue and sell to the Underwriters in the number respective amounts set forth in Schedule B hereto, an aggregate of the 3,500,000 Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company Selling Shareholders the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company Selling Shareholders shall be $_____ per share. The obligation of each Underwriter to the Company Selling Shareholders shall be to purchase from the Company Selling Shareholders that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shareshereto. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company Selling Shareholders to you, for the respective accounts of the Underwriters Underwriters, against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal same day funds to an account designated by the Companyorder of the Agent. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, in the respective amounts set forth in Schedule B hereto, up to an aggregate of 375,000 525,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Agent setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company Selling Shareholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 3,500,000 (subject to such adjustments to eliminate any fractional share purchases as you and the Selling Shareholders may mutually agree). If the option granted hereunder is exercised in your discretion part, the number of Optional Common Shares to be sold by each Selling Shareholder shall be determined by multiplying the number of Optional Common Shares set forth opposite his or its name in Schedule B by a fraction, the numerator of which is the number of Optional Common Shares to be sold by the Selling Shareholders as specified in such notice of exercise and the denominator of which is 525,000 (subject to such adjustments to eliminate any fractional share purchases as you and the Selling Shareholders may makemutually agree). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company Selling Shareholders as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If Company and the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercisedAgent. You have advised the Company and the Selling Shareholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thereceipt

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the several Underwriters the number an aggregate of the 1,312,500 Firm Common Shares described below in Schedule A. The and (ii) the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Common Shares described below. set forth opposite their names on Schedule A. The purchase price per share Firm Common Share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to [_______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters] per share. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 196,875 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares, . The option granted hereunder is for use by the Underwriters solely in covering any over-allotments made by you for the account of the Underwriters in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days after from the first date that any of the Common Shares are released by you for sale to the public, upon this Agreement. Such notice by you to the Company setting shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for such shares the Optional Common Shares are to be registered and (iii) the time time, date and place at which such certificates will be delivered. Such time of delivery delivered (which time and date may be simultaneous with, but not be earlier than than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, being herein referred if subsequent to as the First Closing Date, is called the "Second Closing Date," and shall be determined by you, but if at any time other than the First Closing Date Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The If any Optional Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is as the number of Firm Common Shares to be purchased by set forth on Schedule A opposite the name of such Underwriter as set forth opposite its name in Schedule A and bears to the denominator total number of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Firm Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by youShares. The manner of payment for and delivery of Representatives may cancel the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At option at any time before lapse of the option, you may cancel such option prior to its expiration by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised The Representatives hereby advise the Company that each Underwriter the Underwriters intend to offer for sale to the public, as described in the Prospectus, the Common Shares as soon after this Agreement has authorized you been executed and the Registration Statement Payment for the Common Shares to be sold by the Company shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery of its Common Sharesand receipt for, to and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to receipt thereforpurchase. YouMontxxxxxx Xxxurities, individually and not as thea Representative of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Common Shares to be sold by it at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition of the obligations of the Underwriters. Not later than 12:00 Noon San Francisco time on the second business day following later of the date of this Agreement or the date the Common Shares are released by the Underwriters for sale to the public, the Company shall deliver, or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representatives shall request.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 2,500,000 of the Firm Common Shares described below in Schedule A. Shares, and (ii) the Selling Shareholder agrees to sell to the Underwriters an aggregate of 100,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholder, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Shareholder, respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 2,500,000 in the same proportion as the number of shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder that number of full shares which (as nearly as practicable, as determined by you) bears to 100,000 in the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third full business day, as may be agreed upon by the Company and the Underwriters) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Shareholder to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Shareholder against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a certified or official bank checks payable in next day funds or by wire transfer to the order of federal funds the Company and of the Agent in proportion to an account designated the number of Firm Common Shares to be sold by the CompanyCompany and the Selling Shareholder, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 390,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than onceor from time to time) within 30 days on or before the thirtieth (30th) day after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Selling Shareholder setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such The time of any delivery of Optional Common Shares (which may not be earlier than the First Closing Date), being herein referred to as the a "Second Subsequent Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company and the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). The number of Optional Common Shares to be sold by the Selling Shareholder shall be determined by multiplying the number of Optional Common Shares to be purchased by the Underwriters pursuant to such notice of exercise by a fraction, the numerator of which is 15,000, which corresponds to the total number of Optional Common Shares available from such Selling Shareholder, and the denominator of which is the total number of Optional Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). The number of Optional Common Shares to be sold by the Company shall be determined by multiplying the number of Optional Common Shares to be purchased by the Underwriters pursuant to such notice of exercise by a fraction, the numerator of which is 375,000, which corresponds to the total number of Optional Common Shares available from the Company, and the denominator of which is the total number of Optional Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second a Subsequent Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company Selling Shareholder as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and the Selling Shareholder. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to evidence receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or a Subsequent Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares Firm Common Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shareshereto. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington P.M. Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, fifth full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters Underwriters, with respect to the Firm Common Shares against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer or other transfer of federal same-day funds to an account designated by the order of the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, and to make payment and to give a receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used. Not later than 4:00 p.m. on the business day following the date the Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall request.

Purchase, Sale and Delivery of Common Shares. Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters an aggregate of 1,200,000 Common Shares and (ii) the Selling Stockholders agree to sell to the several Underwriters an aggregate of 1,056,000 Firm Common Shares, each Selling Stockholder selling the number of Firm Common Shares set forth opposite such Selling Stockholder's name on Schedule B. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders the respective number of Firm Common Shares described below. set forth opposite their names on Schedule A. The purchase price per share Firm Common Share to be paid by the several Underwriters to the Company and the Selling Stockholders shall be $[_____ ] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon to by the Company and the RepresentativesRepresentative) at 6:00 a.m. San Francisco time, on [___], 1997 or such other time and date, date not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. 10:30 a.m. San Francisco time, on [___], 1997 as the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you Representative shall designate by at least 48 hours prior notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Option Selling Stockholders hereby grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 338,400 Optional Common Shares from such Option Selling Stockholders at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to such Option Selling Stockholders (with a copy to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; providedand in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, howeverif subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that if bears the Prospectus is same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to such Option Selling Stockholders (with a copy to the Company). Payment for the Common Shares to be sold by the Company shall be made at the First Closing Date recirculated 9 by wire transfer of immediately available funds to the public, order of the Company. Payment for the Common Shares to be sold by the Selling Stockholders shall be made at the First Closing Date shall occur upon (and, if applicable, at the later Second Closing Date) by wire transfer of immediately available funds to the order of the third Custodian. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. Xxxxxxxxxx Securities, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or fourththe Second Closing Date, as the case may be, full business day following for the first date account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that any (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Common Shares are released to be sold by you for sale such Selling Stockholder to the public several Underwriters, or otherwise in connection with the date that performance of such Selling Stockholder's obligations hereunder and (ii) the Custodian is 48 hours after authorized to deduct for such payment any such amounts from the date that proceeds to such Selling Stockholder hereunder and to hold such amounts for the Prospectus has been so recirculatedaccount of such Selling Stockholder with the Custodian under the Custody Agreement. Delivery The Company and the Selling Stockholders shall deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters certificates for the Firm Common Shares shall to be made sold by or on behalf them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholders shall also deliver, or cause to yoube delivered, for to the respective accounts of the Underwriters against payment by you, Representative for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor by a wire transfer of federal funds to an account designated by the Companytherefor. The certificates for the Firm Common Shares shall be in definitive form and registered in such names and denominations as you the Representative shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for checking and packaging inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York, New York, York City as the Representative may be designated by youdesignate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, Not later than 12:00 p.m. on the basis of second business day following the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are of released by you the Underwriters for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are shall delivery or cause to be registered delivered copies of the Prospectus in such quantities and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to places as the "Second Closing Date," Representative shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as therequest.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number _______ of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of [Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California California] (or such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated in writing by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the (i) Selling Stockholders, severally and not jointly, hereby grant options to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Optional Common Shares in the respective amounts set forth opposite the name of each such Selling Stockholder in Schedule B hereto and (ii) the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 _______ Optional Common Shares Shares; in each case at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. In the event that the Underwriters elect to purchase less than all of the Optional Common Shares, the number of Optional Common Shares to be purchased from each Selling Stockholder and the Company shall be determined by multiplying the aggregate number of Optional Common Shares to be purchased by a fraction, the numerator of which is the total number of Optional Common Shares set forth opposite the name of such Selling Stockholder or the Company in Schedule B hereto and the denominator of which is _______. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and said Selling Stockholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Selling Stockholders and the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 _________ (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the CompanyCompany and said Selling Stockholders. If the option is canceled cancelled or expires unexercised in whole or in part, the -8- 9 Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. YouYou may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, individually as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and not conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as thesoon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the several Underwriters the number an aggregate of the 1,750,000 Firm Common Shares described below in Schedule A. The and (ii) the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Common Shares described below. set forth opposite their names on Schedule A. The purchase price per share Firm Common Share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to [_______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters] per share. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 262,500 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares, . The option granted hereunder is for use by the Underwriters solely in covering any over-allotments made by you for the account of the Underwriters in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days after from the first date that any of the Common Shares are released by you for sale to the public, upon this Agreement. Such notice by you to the Company setting shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for such shares the Optional Common Shares are to be registered and (iii) the time time, date and place at which such certificates will be delivered. Such time of delivery delivered (which time and date may be simultaneous with, but not be earlier than than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, being herein referred if subsequent to as the First Closing Date, is called the "Second Closing Date," and shall be determined by you, but if at any time other than the First Closing Date Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The If any Optional Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is as the number of Firm Common Shares to be purchased by set forth on Schedule A opposite the name of such Underwriter as set forth opposite its name in Schedule A and bears to the denominator total number of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Firm Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by youShares. The manner of payment for and delivery of Representatives may cancel the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At option at any time before lapse of the option, you may cancel such option prior to its expiration by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised The Representatives hereby advise the Company that each Underwriter the Underwriters intend to offer for sale to the public, as described in the Prospectus, the Common Shares as soon after this Agreement has authorized you been executed and the Registration Statement Payment for the Common Shares to be sold by the Company shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery of its Common Sharesand receipt for, to and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to receipt thereforpurchase. YouMontxxxxxx Xxxurities, individually and not as thea Representative of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Common Shares to be sold by it at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition of the obligations of the Underwriters. Not later than 12:00 Noon San Francisco time on the second business day following later of the date of this Agreement or the date the Common Shares are released by the Underwriters for sale to the public, the Company shall deliver, or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representatives shall request.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters 750,000 Firm Common Shares, and the Selling Stockholders agree to sell to the Underwriters the number of the Firm Common Shares described below in set forth beside such Selling Stockholders' name on Schedule A. The B hereto, aggregating 450,000 Firm Common Shares, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders the number of Firm Common Shares described belowset forth opposite their respective names in Schedule A hereto. The purchase price per share to be paid by the several Underwriters to the Company and the Selling Stockholders shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Sharesper share. Delivery of certificates certificate(s) for the Firm Common Shares to be purchased by the Underwriters shall be made by or on behalf of the Company and payment therefor the Selling Stockholders to the Underwriters or to the account of Xxxxxxxxxx Securities at the Depositary Trust Corporation, New York, New York ("DTC"), as the Representatives may direct, for the respective accounts of Underwriters. In the event certificates are delivered to the Underwriters other than through DTC, such delivery shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Xxxx & XxXxxxxx, 600 Xxxxxxxxxx Xxxxxx0000 Xxxxxxxx Xxxx Xxxxx, San FranciscoXxxxxxxxxx, California Xxxxxxxx 00000-0000 (or such other place as may be agreed upon by the Company Company, the Selling Stockholders and the Representatives) ). Delivery of certificates, whether through DTC or otherwise, shall be made at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c15cb-1(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, after 4:30 p.m. Washington p.m., Washington, D.C. time, the fourth) full business day following the first date day that any of the Common Shares are released by you the Underwriters for sale to the public, as you the Representatives shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you the Underwriters for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you the Representatives shall have requested at least two full business days prior to the First Closing Date, Date and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by youthe Representatives. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Payment by the Underwriters for the purchase price for the Firm Common Shares shall be made by wire transfer in immediately available funds to [AmSouth Bank of Alabama, Birmingham, Alabama, account number 00000000 in the case of the Company, and to National City Bank, Louisville, Kentucky, account number 000-0000-0 in the case of the Selling Stockholders.] In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 375,000 180,000 Optional Common Shares Shares, at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option options granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Firm Common Shares are released by you the Underwriters for sale to the public, public upon notice by you the Underwriters to the Company and the Selling Stockholders setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the optionoptions, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by youthe Underwriters, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares to be sold by the Company and the Selling Stockholders, respectively, pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 _________ (subject to such adjustments to eliminate any fractional share purchases as you the Underwriters in your their discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company purchased, as specified in the two preceding paragraphsthis Section 5. At any time before lapse of the option, you the Underwriters may cancel such option by giving written notice of such cancellation to the CompanyCompany and the Option Selling Stockholder. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option has not been exercised. You have advised Subject to the Company that each Underwriter has authorized you terms and conditions hereof, the Underwriters propose to accept delivery make a public offering of its their respective portions of the Firm Common Shares, to make payment and of the Optional Common Shares if and to receipt thereforthe extent that the Underwriters exercise their option to purchase Optional Common Shares, as soon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus. YouNot later than 12:00 p.m. on the second business day following the date the Common Shares are released by the Underwriters for sale to the public, individually the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and not at such places as thethe Representatives shall request.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 3,750,000 of the Firm Common Shares described below Shares, and (ii) the Firm Selling Stockholders agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule A. B hereto, an aggregate of 450,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Firm Selling Stockholders, respectively, the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Firm Selling Stockholders, respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 3,750,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Firm Selling Stockholders shall be to purchase from the Firm Selling Stockholders that number of full shares which (as nearly as practicable, as determined by you) bears to 450,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington P.M. Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, fifth full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Firm Selling Stockholders to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Firm Selling Stockholders against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer or other transfer of federal same-day funds to an account designated the order of the Company and of the Agent in proportion to the number of Firm Common Shares to be sold by the CompanyCompany and the Firm Selling Stockholders, respectively. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, in the respective amounts and priorities set forth in Schedule C hereto, up to an aggregate of 375,000 630,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 the total number of Firm Common Shares (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). If the option granted hereunder is exercised in part, the number of Optional Common Shares to be sold by each Selling Stockholder shall be determined as set forth on Schedule C (subject to such adjustments to eliminate any fractional share purchases as you, the Company and the Selling Stockholders may mutually agree). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company Selling Stockholders as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Common Shares, and to make payment and to give a receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used. Not later than 4:00 p.m. on the business day following the date the Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall request.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 5,800,000 of the Firm Common Shares described below in Schedule A. and (ii) the Selling Stockholder agrees to sell to the Underwriters 1,200,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholder the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 5,800,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholder shall be to purchase from the Selling Stockholder that number of full shares which (as nearly as practicable, as determined by you) bears to 1,200,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the RepresentativesUnderwriters) at such time and date, not later than the third (or, if the Firm Common Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Washington Washington, D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholder to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and the Selling Stockholder against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal funds to an account designated in writing by the CompanyCompany and an account designated in writing by the Selling Stockholder. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Selling Stockholder hereby grants an option to the several Underwriters to purchase up 700,000 Optional Common Shares and (ii) the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 375,000 350,000 Optional Common Shares Shares; in each case at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. In the event that the Underwriters elect to purchase less than all of the Optional Common Shares, the number of Optional Common Shares to be purchased from the Selling Stockholder and the Company shall be determined by multiplying the aggregate number of Optional Common Shares to be purchased by a fraction, the numerator of which is the total number of Optional Common Shares set forth opposite the name of the Selling Stockholder or the Company in Schedule B hereto and the denominator of which is 1,050,000. The option options granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Selling Stockholder setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Optional Common Shares to be sold by the Selling Stockholder and the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 7,000,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Selling Stockholder and the Company as specified in the two preceding paragraphs. At any time before lapse of the optionoptions, you may cancel both such option options by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholder. If the option is options are canceled or expires expire unexercised in whole or in part, the Company will deregister under the Act the number of Option Optional Common Shares as to which the option options has not been exercised. You have advised the Company and the Selling Stockholder that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. YouYou may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, individually as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and not conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as thesoon after the effective date of the Registration Statement as in the judgment of the Underwriters is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described belowset forth opposite the name of each such Underwriter in Schedule A hereto. The purchase price per share to be paid by the several Underwriters to the Company respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that (as nearly as practicable, as determined by you) bears to _______________ the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Sharesper share. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NationsBanc Montxxxxxx Xxxurities, Inc. ("NationsBanc Montxxxxxx"), 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account designated by the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Sharesdelivery, and receipt for, and to make payment of the purchase price for, the Firm Common Shares and the Optional Common Shares the Underwriters have agreed to receipt thereforpurchase. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used. No later than 12:00 P.M. on the second business day following the date the Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be

Purchase, Sale and Delivery of Common Shares. On the -------------------------------------------- basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the number 2,800,000 of the Firm Common Shares described below in Schedule A. Shares. The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company shall be $____________________ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 2,800,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. timeTime, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours hours' prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public (as set forth above) or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal certified or official bank checks payable in next day funds to an account designated by the order of the Company. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 420,000 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as theherein

Purchase, Sale and Delivery of Common Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters the number 2,000,000 of the Firm Common Shares described below in Schedule A. Shares, and (ii) the Selling Stockholder agree to sell to the Underwriters 750,000 of the Firm Common Shares. The Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholder the number of Firm Common Shares described below. The purchase price per share to be paid by the several Underwriters to the Company and to the Selling Stockholder shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares that which (as nearly as practicable, as determined by you) bears to _______________ 2,000,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. The obligation of each Underwriter to the Selling Stockholder shall be to purchase from the Selling Stockholder that number of full shares which (as nearly as practicable, as determined by you) bears to 750,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Common Shares. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Montxxxxxx XxxuritiesXxxxxxxxxx Securities, 600 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third (or, if the Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. P.M. Washington D.C. time, the fourth) full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (or at such other time and date, not later than one week after such third or fourth, as the case may be, full business day as may be agreed upon by the Company and the Representatives) (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated 9 to the public, the First Closing Date shall occur upon the later of the third or fourth, as the case may be, full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Common Shares shall be made by or on behalf of the Company and the Selling Stockholder to you, for the respective accounts of the Underwriters with respect to the Firm Common Shares to be sold by the Company and by the Selling Stockholder against payment by you, for the accounts of the several Underwriters, of the purchase price therefor by a wire transfer of federal immediately available funds to an account accounts designated by the CompanyCompany and by the Selling Stockholder, respectively, in proportion to the number of Firm Common Shares to be sold by the Company and the Selling Stockholder. The certificates for the Firm Common Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Company and the Selling Stockholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 206,250 Optional Common Shares at the purchase price per share to be paid for the Firm Common Shares, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Common Shares. The option options granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Common Shares are released by you for sale to the public, upon notice by you to the Company and the Selling Stockholder setting forth the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The number of Optional Common Shares to be purchased by each Underwriter shall be determined by multiplying the number of Optional Common Shares to be sold by the Company and the Selling Stockholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Common Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is 375,000 2,750,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). Certificates for the Optional Common Shares will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in New York, New York, as may be designated by you. The manner of payment for and delivery of the Optional Common Shares shall be the same as for the Firm Common Shares purchased from the Company and the Selling Stockholder as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is canceled cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Shares as to which the option has not been exercised. You have advised the Company and the Selling Stockholder that each Underwriter has authorized you to accept delivery of its Common Shares, to make payment and to receipt therefor. You, individually and not as thethe Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Subject to the terms and conditions hereof, the Underwriters propose to make a public offering of their respective portions of the Common Shares as soon after the effective date of the Registration Statement as in the judgment of the Representatives is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the final prospectus, if one is used, or on the first page of the Term Sheet, if one is used.