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

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder agrees to sell to the Underwriter and the Underwriter agrees to purchase, at a price of $[ ] per share the Shares. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account of the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and date not later than three business days thereafter as you and the Selling Stockholder shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder agrees Sellers agree to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ ] ________ per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder Stockholders have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Letter of Transmittal and a Custody Agreement (the "Custody Agreement") executed by the each Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling StockholderStockholders. The Each of the Selling Stockholder Stockholders specifically agrees that the Shares represented by the certificates held in custody for the such Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the such Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholder hereunder shall not be terminable by any act or deed of the such Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of the a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) by wire transfer of same-day funds to an account designated by of the Custodian Company for the Shares to be sold by it and to an account of the Company "as Custodian" for the Shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Underwriter Representatives for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through at the facilities offices of The Depository Trust Company at BT Alex. Brow▇ ▇▇▇orporated, 135 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., New York Baltimore time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in paragraph (a) of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares being purchased, adjusted by you in such manner as is necessary to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date by wire transfer of same-day funds to the account of the Company against delivery of certificates thereof to the Representatives for the several accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder Company agrees to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ [net price] per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Certificates in negotiable form for the total representing a number of the Option Shares or the option agreements, representing the options granted by the Company to the Selling Shareholders to purchase a number of the Option Shares (the "Option Agreements"), have been placed and, upon exercise of such options, certificates for such Shares to be sold hereunder by the Selling Stockholder have been placed Shareholders shall be placed, in custody with the Company Well▇ ▇▇▇go Bank Minnesota, N.A. as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Custodian Agreement (the "Custody Agreement") executed by the each Selling Stockholder Shareholder for delivery of all any Option Shares to be sold hereunder by the Selling StockholderShareholders. The Each of the Selling Stockholder Shareholders specifically agrees that the Option Agreements, and Option Shares represented by the certificates held certificates, held, and to be held, in custody for the Selling Stockholder Shareholders under the Custody Custodian Agreement are are, and will be, subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Stockholder Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of the a corporate Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Option Shares hereunder, the Option Agreements and the certificates for the Options Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account of the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and date not later than three business days thereafter as you and the Selling Stockholder shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)delivered

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder agrees Sellers agree to sell to the Underwriter and the Underwriter agrees to purchase, purchase the Shares at a price of $[ ] _____ per share share. The obligations of the SharesCompany and of the Selling Stockholder shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder have been placed in custody with the Company _______________ as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") custodian agreement executed by the Selling Stockholder for delivery of all Option Shares (the "Custodian Agreement") to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Option Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Custodian Agreement are subject to the interests of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriter of the Option Shares hereunder, certificates for the Option Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) day funds by certified or bank cashier's check drawn to the order of the Company or by wire transfer to the Company to an account designated by the Custodian for the Shares Company against delivery of certificates therefor to the Underwriter for the account of the Underwriterits account. Such payment and delivery are to be made through at the facilities offices of The Depository Trust Company at Brob▇▇▇, ▇▇le▇▇▇ & ▇arr▇▇▇▇ ▇▇▇, 1633 ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ 10:00 a.m., New York time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you the Underwriter and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Underwriter request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Underwriter at least one business day prior to the Closing Date. (e) If on the Option Closing Date the Selling Stockholder fails to sell the Option Shares which the Selling Stockholder has agreed to sell on such date, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriter which represent the Option Shares which the Selling Stockholder has failed to so sell or such lesser number as may be requested by the Underwriter.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the each Selling Stockholder agrees agrees, severally and not jointly, to sell to the each Underwriter and the Underwriter each Underwriter, severally and not jointly, agrees to purchase, at a purchase price of $[ [•] per share share, that number of Firm Shares (rounded up or down, as determined by Bear ▇▇▇▇▇▇▇ in its discretion, in order to avoid fractions) obtained by multiplying the Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the total number of Firm Shares, together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Certificates accompanied by duly executed instruments of transfer or assignment in negotiable form blank with signatures guaranteed for the total number of the Shares to be sold hereunder by the Selling Stockholder Stockholders hereunder have been placed in custody custody, for delivery under this Agreement, under Custody Agreements made with the Company as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the . Each Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the such Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or terminated by operation of law (including law, whether by the dissolution death of the any individual Selling Stockholder) Stockholder or by the occurrence of any other event event, or events, except as set forth in the Custody Agreementcase of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur prior to occur, or if any of such trusts should terminate, before the delivery to the Underwriter of the Shares hereunder, certificates for the such Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event has or termination had not occurred. The , regardless of whether or not the Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery shall have received notice of such Sharesdeath or other event or termination. (c) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made by the Company and the Custodian at the office of Pillsbury Winthrop LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“Company Counsel”), or at such other place as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and the Company, at 10:00 A.M., New York time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten business days after such date as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and the Company (such time and date of payment and delivery being herein called the “Closing Date”). (d) Payment of the purchase price for the Firm Shares to be sold hereunder is to shall be made by wire transfer in Federal (same day) day funds to an account designated by the order of the Custodian for the Shares against benefit of the Selling Stockholders in the case of [•] shares of Firm Shares, in each case upon delivery of certificates therefor to the Underwriter for the account of the Underwriter. Such payment and delivery are Firm Shares to be made Bear ▇▇▇▇▇▇▇ through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as Bear ▇▇▇▇▇▇▇ may request at least two business days before the Closing Date. The Company will permit Bear ▇▇▇▇▇▇▇ to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (e) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, each Additional Selling Stockholder, severally but not jointly, hereby grants to the Underwriters, acting severally not jointly, the option to purchase, at the purchase price per Share to be paid for the Firm Shares, the respective numbers of Additional Shares obtained by multiplying the number of Additional Shares specified in such notice by a fraction, the numerator of which is the number of Additional Shares set forth opposite the name of such Additional Selling Stockholder in Schedule I hereto and the denominator of which is the total number of Additional Shares (subject to adjustment by Bear ▇▇▇▇▇▇▇ to eliminate fractions); provided, that, in the event the overallotment option is exercised for an amount that is less than the total amount of Additional Shares that would have been purchased if the option were fully exercised, the Additional Shares shall be allocated among the Additional Selling Stockholders as follows: (i) first from Constant, up to 300,000 Additional Shares, and (ii) of the remaining Additional Shares, if any, two-thirds (2/3) from Silver Star Developments Limited (“Silver Star”) and one-third (1/3) from Peer Developments Limited (“Peer”). Such Additional Shares may only be purchased for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice by Bear ▇▇▇▇▇▇▇ to the Company or such Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear ▇▇▇▇▇▇▇, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate any fractional shares as Bear ▇▇▇▇▇▇▇, in its sole discretion shall make. (f) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made by the Custodian at the office of Company Counsel, or at such other place as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and the Company, at 10:00 a.m.A.M., New York time, on June [ ]the Additional Closing Date, 2003 or at such other time as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and date not later than three the Company. (g) Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Custodian for the benefit of the Additional Selling Stockholders upon delivery of certificates for the Additional Shares to Bear ▇▇▇▇▇▇▇ through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as Bear ▇▇▇▇▇▇▇ may request at least two business days thereafter as you before the Additional Closing Date. The Company will permit Bear ▇▇▇▇▇▇▇ to examine and package such certificates for delivery at least one full business day prior to the Selling Stockholder shall agree upon, such time and date being herein referred to as the "Additional Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder Company agrees to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ [___] per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Certificates in negotiable form for the total number of the Option Shares to be sold hereunder by the Selling Stockholder Shareholders have been placed in custody with the Company as custodian (the "“Custodian"”) pursuant to the Letter of Transmittal and Custody Custodian Agreement (the "Custody Agreement") executed by the each Selling Stockholder Shareholder for delivery of all any Option Shares to be sold hereunder by the Selling StockholderShareholders. The Each of the Selling Stockholder Shareholders specifically agrees that the any Option Shares represented by the certificates held in custody for the Selling Stockholder Shareholders under the Custody Custodian Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Stockholder Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of the a corporate Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Option Shares hereunder, certificates for the Options Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian Company for the Shares shares to be sold by it, in each case against delivery of certificates therefor to the Underwriter Representatives for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholders listed on Schedule II hereto hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Selling Shareholders is set forth opposite their respective names on Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Attorney-in-Fact, and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by each of the Selling Shareholders listed in Schedule II hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Attorney-in-Fact. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of “Cardtronics, Inc., as Custodian” for the Option Shares to be sold by the Selling Shareholders against delivery of certificates therefor through the facilities of The Depository Trust Company, New York, New York. (e) If on the Closing Date or Option Closing Date, as the case may be, any Selling Shareholder fails to sell the Option Shares which such Selling Shareholder has agreed to sell on such date as set forth in Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents the Option Shares which such Selling Shareholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters 1,000,000 Firm Shares (including Non-Affiliate Shares and Affiliate Shares), (ii) each Selling Stockholder agrees agrees, severally and not jointly, to sell to the Underwriters the number of Firm shares set forth opposite such Selling Stockholder’s name on Schedule II, and (iii) each Underwriter agrees, severally and not jointly, to purchase in the Underwriter agrees to purchaseamounts set forth their respective names on Schedule I, at a price of $[ ] per share share, the Non-Affiliate Shares from the Company and the Firm Shares from the Selling Stockholders and, at a price of per share, the Affiliate Shares from the Company. Certificates evidencing the Shares shall be in definitive form and shall be registered in such names and in such denominations as the Representative shall request at least two (2) business days prior to the Closing Date or the Option Closing Date, as the case may be, by written notice to the Company or the Selling Stockholders, as applicable. For the purpose of expediting the checking and packaging of certificates for the Shares, the Company and the Selling Stockholders agree to make such certificates available for inspection at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of The Depository Trust Company, New York, New York (“DTC”) or its designated custodian. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder Stockholders have been placed in custody with the Company as custodian (the "“Custodian"”) pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the each Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling StockholderStockholders. The Each of the Selling Stockholder Stockholders specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder Stockholders under the Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholder Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of the a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the Shares shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Underwriter Representative for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company DTC at 10:00 a.m., New York time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you the Representative and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 3(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, giving notice to the Company, setting forth the number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by the Representative in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as the Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company against delivery of certificates therefor through the facilities of DTC. (e) If on the Closing Date any Selling Stockholder fails to sell the Firm Shares which such Selling Stockholder has agreed to sell on such date as set forth in Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents the Firm Shares which such Selling Stockholder has failed to so sell, as set forth in Schedule I hereto, or such lesser number as may be requested by the Representative.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, representations and warranties and covenants herein contained, and but subject to the terms and conditions herein set forth, the Selling Stockholder agrees Company hereby appoints you its sales agent and grants you the exclusive right to offer and sell the Shares during the Offering Period (as hereinafter defined) for the account and risk of the Company. You accept such appointment and agree to use your best efforts as sales agent, following written or telegraphic receipt of notice of the Underwriter effective date of the Registration Statement, to offer and sell such number of Shares as contemplated by this Agreement at the Underwriter agrees to purchase, at a price of $[ ] per share stated in the SharesProspectus. (b) Certificates in negotiable form for the total number Each prospective purchaser of the Shares will be required to be sold hereunder by the Selling Stockholder have been placed in custody with complete, execute, and deliver to the Company a subscription agreement in the form filed as custodian an exhibit to the Registration Statement (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Subscription Agreement") executed by the Selling Stockholder for delivery of all Shares ). Prior to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to concurrently with the delivery to the Underwriter Company of any Subscription Agreement by any purchaser, funds sufficient to purchase the Shares hereundersubscribed for shall be wired to an escrow account to be maintained pursuant to an escrow agreement among the Escrow Agent (as hereinafter defined), certificates the Company, and the Underwriter in the form filed as an exhibit to the Registration Statement (the "Escrow Agreement"). Except as provided in the first sentence of subparagraph (c) below, the Company shall not be entitled to reject, without the Underwriter's consent, any Subscription Agreement tendered to it prior to the Termination Date (as hereinafter defined) unless (i) the Subscription Agreement is not properly completed after the Underwriter and the Company have given the subscriber an opportunity to cure the defect or payment in full for the Shares shall be delivered by the Custodian subscribed for is not made in accordance with such Subscription Agreement or (ii) the terms and conditions subscriber submitting such Subscription Agreement is a resident of this Agreement as if a jurisdiction in which the offering is not registered, qualified, or exempt from such event has not occurredregistration or qualification. The Custodian is authorized Company will forward to receive and acknowledge receipt you copies of the proceeds of sale of the Shares held each Subscription Agreement accepted by it against delivery within three business days of receipt by the Company of such SharesSubscription Agreement. (c) Payment All subscriptions for Shares will be conditioned upon the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated acceptance by the Custodian Company of Subscription Agreements for the Shares against delivery of certificates therefor to the Underwriter for the account all of the 3,250,000 Shares (the "Subscriptions") on or prior to 30 days after the effectiveness of the Registration Statement, which is the last date on which the offering of Shares may be made, except that such last offering date may be extended by the Underwriter. Such payment and delivery are , in its sole discretion, to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and a date not later than three business 60 days thereafter as you and after the Selling Stockholder shall agree upon, such time and effective date being of the Registration Statement (the last date on which the offering of Shares may be made is herein referred to as the "Termination Date" and the period during which the offering of Shares may be made is herein referred to as the "Offering Period"). If the Subscriptions are not tendered to and accepted by the Company by the Termination Date, this Agreement shall, subject to the provisions of Section 10 hereof, terminate. If at least the Subscriptions are tendered to and accepted by the Company on or before the Termination Date, a closing will be held at the offices of the Underwriter at a mutually agreed date (not later than five business days after the Termination Date) and time as soon as practicable after the delivery of the last of such subscriptions (the "Closing Date") and shall be subject to each of the conditions precedent to closing provided for in this Agreement." (As used hereind) On or prior to the Closing Date, "business day" means all cash payments of purchasers received (unless and until returned to the purchasers pursuant hereto) will be placed in a day on which the segregated escrow account with United States Trust Company of New York Stock Exchange (the "Escrow Agent") for the purchasers' benefit. (e) The purchase price paid by any prospective purchaser whose subscription is open rejected, or is returned because the conditions to closing were not satisfied, shall be returned to such prospective purchaser, without any deduction therefrom or interest thereon. (f) If, prior to the Termination Date, subscriptions for trading more than 3,250,000 Shares are received, the Underwriter, in its sole and on which banks absolute discretion, may allocate the Shares among the subscribers as to whom a closing has not already been held in New York are open for business and not permitted by law such manner as it shall see fit. (g) As soon as practicable after the Closing Date, the Company shall deliver or executive order cause to be closeddelivered by mail to each purchaser of Shares on such Closing Date (i) a copy of an executed Subscription Agreement which indicates thereon the number of Shares such purchaser has purchased and (ii) a stock certificate representing such Shares, registered in such purchaser's name.)

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Primary Firm Shares upon the terms herein set forth. Each of the Selling Stockholders severally, and not jointly, agrees to sell to the Underwriter the Secondary Shares set forth with respect to such Selling Stockholder on Exhibit A hereto upon the terms herein set forth. On the basis of the representations, warranties and covenants agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Selling Stockholder agrees to sell to the Underwriter and the Underwriter agrees to purchase, at purchase from the Company and the Selling Stockholders all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company and the Selling Stockholders shall be $ per share (representing a public offering price of $[ ] $ per share the Sharesshare, less an underwriting discount of $ per share). (b) Certificates in negotiable form for the total number The First Closing Date. Delivery of the Firm Shares to be sold hereunder purchased by the Selling Stockholder have been placed in custody with Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on ___, 2006 or such other time and date as the Underwriter shall designate by notice to the Company as custodian and the Selling Stockholders (the "Custodian") pursuant time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Underwriter 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 or the Underwriter to recirculate to the Letter public copies of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act an amended or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Sharessupplemented prospectus. (c) Payment for The Option Closing Date. In addition, on the Shares 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 Underwriter to purchase from the Company, at the purchase price per share to be sold hereunder is to be made in Federal (same day) funds to an account designated paid by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account Firm Shares, the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the UnderwriterFirm Shares. Such payment The option granted hereunder may be exercised in whole or in part and delivery are at any time or from time to time upon notice by the Underwriter to the Company, which notice may be made through given at any time within 30 days from the facilities date of The Depository Trust Company at 10:00 a.m., New York this Agreement. Each such notice shall set forth the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option and the time, on June [ ], 2003 or date and place at such other which the Overallotment Shares will be delivered (which time and date may be simultaneous with, but not later than three business days thereafter as you 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 the Firm Shares and the Selling Stockholder shall agree upon, Overallotment Shares). Each such time and date being herein referred of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Shares. The Underwriter hereby advises the Company and the Selling Stockholders that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the "Closing DateUnderwriter, in its sole judgment, has determined is advisable and practicable." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Selling Stockholder Company agrees to sell to the Underwriters the Company Shares, and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, purchase at a price of $[ ] ______ per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter in Schedule II hereof, subject to adjustments in accordance with Section 10 hereof and (ii) each Selling Shareholder agrees to sell to the Underwriters the number of shares set forth opposite the name of such Selling Shareholder in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Shareholder shall be as nearly as practical in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholders as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder Shareholders have been placed in custody with the Company The Bank of New York as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") Agreements executed by the Selling Stockholder Shareholders for delivery of all Shares to be sold hereunder by the Selling StockholderShareholder Shares. The Each Selling Stockholder Shareholder specifically agrees that the Firm Shares represented by the certificates held in custody for the such Selling Stockholder Shareholder under the Custody Agreement are subject to the interests interest of the Underwriter Underwriters hereunder, and that the arrangements made by the such Selling Stockholder Shareholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholder Shareholder hereunder shall not be terminable by any act or deed of the Selling Stockholder Shareholder (or by any other person, firm or corporation corporation, including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has had not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder by the Company and the Selling Shareholders is to be made in Federal (same day) via wire transfer of immediately available funds or such other payment procedures agreed to an account designated by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account of the Underwriterparties. Such payment and delivery are to be made through at the facilities offices of The Depository Trust Company at Alex. Brow▇ & ▇ons Incorporated, 1 So▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., New York Baltimore time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Underwriters request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Underwriters at least one business day prior to the Closing Date. (d) In addition, on the basis of representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 3. The option granted hereby may be exercised in whole or in part by giving written notice only once within 30 days after the date of this Agreement, by you, the Underwriters, to the Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Underwriters but shall not be earlier than three nor later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date via wire transfer of immediately available funds or other payment procedures agreed to by the parties against delivery of certificates therefor at the offices of Alex. Brow▇ & ▇ons Incorporated, 1 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriters the Primary Firm Shares upon the terms herein set forth. The Selling Stockholder agrees to sell to the Underwriters the Secondary Firm Shares upon the terms herein set forth. On the basis of the representations, warranties and covenants agreements herein contained, and upon the terms but subject to the conditions herein set forth, each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Primary Firm Shares set forth opposite its name on Exhibit A hereto and to purchase from the Selling Stockholder the number of Secondary Firm Shares set forth opposite its name on Exhibit A hereto. The purchase price per Firm Share to be paid by the Underwriters to the Company and the Selling Stockholder shall be [$ ] per share (representing a public offering price of [$ ] per share, less an underwriting discount of [$ ] per share). (b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at 9:00 a.m., New York City time, on [ , 2007] or such other time and date as the Underwriters shall designate by notice to the Company and the Selling Stockholder (the time and date of such delivery for the Firm Shares are called the "First Closing Date"). The Company and the Selling Stockholder hereby acknowledge that circumstances under which the Underwriters 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 or the Underwriters to recirculate to the public copies of an amended or supplemented prospectus. (c) The Option 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 Stockholder agrees to sell hereby, severally and not jointly, grant an option to the Underwriter Underwriters to purchase from the Company and the Underwriter agrees to purchaseSelling Stockholder, at a the purchase price of $[ ] per share to be paid by the Underwriters for the Firm Shares. , the Primary Overallotment Shares and the Secondary Overallotment Shares, respectively. 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 Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriters to the Company and the Selling Stockholder, which notice may be given at any time within 30 days from the date of this Agreement. Each such notice shall set forth the aggregate number of Overallotment Shares as to which the Underwriters are exercising the option and the time, date and place at which the Overallotment Shares will be delivered (b) Certificates which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in negotiable form for such case the term "First Closing Date" shall refer to the time and date of delivery of the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to the First Closing Date, is called an "Option 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. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Selling Stockholder. Unless otherwise agreed in writing by the Company, the Selling Stockholder and the Underwriters, the option set forth above shall, upon each exercise thereof, be exercised with respect to an equal number of Primary Overallotment Shares and Secondary Overallotment Shares. If the option is exercised, each Underwriter agrees, severally and not jointly, to purchase the number of Overallotment Shares that bears the same proportion to the total number of the Overallotment Shares to be sold hereunder by purchased as the Selling Stockholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Letter number of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Firm Shares to be sold purchased by such Underwriter hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject bears to the interests total number of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Firm Shares. (c) Payment for the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account of the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and date not later than three business days thereafter as you and the Selling Stockholder shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject Subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to issue and sell to each of the Underwriter Underwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchasepurchase from the Company, at a purchase price of $[ ] per share of [$ ], the Sharesnumber of Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustment in accordance with Section 9 hereof. (b) Certificates in negotiable form for Upon the total number authorization by the Company of the Shares release of the Shares, the several Underwriters propose to be sold hereunder by the Selling Stockholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that offer the Shares represented by for sale upon the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, terms and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as conditions set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such SharesProspectus. (c) Payment for the The Shares to be sold hereunder is purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request (or in the form of one or more global certificates deposited with the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC) upon at least forty-eight hours prior notice to the Company shall be made in delivered by or on behalf of the Company to the Representative, through the facilities of the DTC, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same day) funds to an the account designated specified by the Custodian for Company, to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares against delivery of certificates therefor to or the Underwriter for the account statements reflecting book-entry ownership of the Underwriter. Such payment and delivery are Shares to be made through available for checking and packaging at least twenty-four hours prior to the facilities Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The Depository Trust Company at 10:00 time and date of such delivery and payment shall be, with respect to the Shares, [9:30] a.m., New York timeEastern Time, on June [ ], 2003 20 or at such other time and date not later than three business days thereafter as you the Representative and the Selling Stockholder shall Company may agree upon, such upon in writing. Such time and date being for delivery of the Shares is herein referred called the “Time of Delivery.” (d) The documents to as be delivered at the "Time of Delivery by or on behalf of the parties hereto pursuant to Section 3 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(j) hereof, will be delivered at the offices of ▇▇▇▇ ▇▇▇▇▇▇, PC (the “Closing Date." (As used hereinLocation”), "business day" means and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at p.m., Eastern Time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which the New York Stock Exchange is open for trading and on which banks banking institutions in New York are open for business and not permitted generally authorized or obligated by law or executive order to close. (e) It is understood that each Underwriter has authorized the Representative, for such Underwriter’s account, to accept delivery of, receipt for, and make payment of the purchase price for, the Shares which such Underwriter has agreed to purchase. Sandler ▇’▇▇▇▇▇, individually and not as Representative of the Underwriters, may (but shall not be closedobligated to) make payment of the purchase price for the Shares to be purchased by any Underwriter whose funds have not been received by Sandler ▇’▇▇▇▇▇ by the Time of Delivery but such payment shall not relieve such Underwriter from its obligations hereunder.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder Shareholder agrees to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ ] 18.00 per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The obligations of the Company and of the Selling Shareholder shall be several and not joint. (b) Certificates in negotiable form The certificates evidencing the Firm Shares and Option Shares shall be delivered to the Transfer Agent no later than two days prior to the Closing Date or Option Closing Date, as the case may be, for the total number respective accounts of the Shares several Underwriters, with any transfer taxes payable in connection with the transfer of the shares to be sold hereunder the Underwriters and duly paid by the Selling Stockholder have been placed in custody with Shareholder against payment of the Company as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholderpurchase price therefor. The Selling Stockholder Shareholder specifically agrees that the Firm Shares and any Option Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Shareholder for delivery to the Transfer Agent of such custody Certificates are to that extent irrevocable, and that the obligations of the Selling Stockholder Shareholder hereunder shall not be terminable by any act or deed of the Selling Stockholder Shareholder (or by any other person, firm or corporation including the Company, the Custodian Transfer Agent or the UnderwriterUnderwriters) or by operation of law (including the dissolution of the Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Firm Shares or the Option Shares hereunder, certificates for the Firm Shares or the Options Shares, as the case may be, shall be delivered by the Custodian Transfer Agent in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an the account designated by the Custodian for the Shares Selling Shareholder, against delivery of certificates therefor to the Underwriter Representatives for the account several accounts of the UnderwriterUnderwriters through the facilities of The Depository Trust Company, New York, New York. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Selling Shareholder is 492,000. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Selling Shareholder setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Selling Shareholder. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to the account designated by the Selling Shareholder against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of The Depository Trust Company, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase at a price of $ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Stockholder Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter agrees bears to purchase, at a price the total number of $[ ] per share Firm Shares to be sold hereunder. The obligations of the Shares. Company and the Selling Shareholder shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder Shareholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder Shareholder for delivery of all Shares to be sold hereunder by the Selling StockholderShareholder Shares. The Selling Stockholder Shareholder specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholder Shareholder under the Custody Agreement are subject to the interests interest of the Underwriter Underwriters hereunder, and that the arrangements made by the Selling Stockholder Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Shareholder hereunder shall not be terminable by any act or deed of the Selling Stockholder Shareholder (or by any other person, firm or corporation corporation, including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has had not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account of the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and date not later than three business days thereafter as you and the Selling Stockholder shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, representations and warranties and covenants herein containedcontained herein, and subject to the terms and conditions herein set forth, : (a) The Company hereby appoints the Selling Stockholder agrees Placement Agent as its exclusive agent in connection with the offer and sale of up to sell Shares pursuant to the Underwriter and terms of the Underwriter agrees Memorandum. The Placement Agent has no obligation to purchase, at a price purchase any or all of $[ ] per share the Shares. (b) Certificates in negotiable form for The Shares will be offered at the total number of Offering Price and upon the Shares to be sold hereunder by the Selling Stockholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Letter of Transmittal terms and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as conditions set forth in the Custody AgreementMemorandum. If The Placement Agent and the Company agree to use their best efforts to assure that any such event should occur prior sale of Shares is made pursuant to the delivery to exemption from the Underwriter registration requirements of the Shares hereunderAct provided by Section 4(2) thereof, certificates for including, but not limited to, Rule 506 of Regulation D of the Act, and the requirements of the state securities laws and the respective rules and regulations thereunder in those jurisdictions in which the Shares shall be delivered by the Custodian in accordance with the terms are offered and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Sharessold. (c) Payment As compensation for acting as the exclusive agent of the Company, the Placement Agent will be entitled to receive a commission equal to eight percent (8%) of the aggregate offering price of all Shares sold in the Offering (the "Placement Agent's Fee"). (d) Each prospective subscriber desiring to purchase Shares will be required to complete and execute an original of the Subscription Agreement, in the form attached as Exhibit B to the Memorandum, which Subscription Agreement will be forwarded or delivered to [INSERT NAME OF BANK], as Escrow Agent, together with (i) the subscriber's check in the full amount of the investor's subscription made payable to [INSERT NAME OF ESCROW ACCOUNT] for the number of Shares desired to be sold hereunder is purchased; and (ii) an Investor's Questionnaire in the form included as an exhibit to the Memorandum. The "Termination Date" will be made the expiration date of the Offering fixed in Federal (the Memorandum as the same day) funds to an account designated may be extended as provided therein. Subscriptions for Shares must be received and accepted by the Custodian for Company on or before such Termination Date. (e) All cash proceeds and subscription documents received from the offering of the Shares against delivery of certificates therefor will be promptly forwarded by the Placement Agent to the Underwriter for Escrow Agent, with copies delivered to the account Company. As promptly as practicable after receipt of subscription documents, the Company will decide whether or not to accept the Subscription Agreements of the Underwritersubscribers named therein. Such payment and delivery are If the Company elects not to be made through accept a Subscription Agreement, it will notify the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and date not later than three business days thereafter as you Placement Agent and the Selling Stockholder Escrow Agent and the subscription proceeds of such subscriber will be returned to him without interest or deduction. If the Company elects to accept a particular Subscription Agreement, it will evidence its acceptance thereof by signing same and forwarding copies to the Escrow Agent and the Placement Agent. Immediately thereafter, the Placement Agent and the Company shall agree uponjointly execute and deliver instructions to the Escrow Agent for payment of the Placement Agent's Commission to the Placement Agent and the payment of the remaining amount of such subscription to the Company, such time and date being herein referred all as more fully set forth in the Escrow Agreement which is an exhibit to as the "Closing DateMemorandum." (As used herein, "business day" means a day on which f) The Shares will be delivered against payment therefor from the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted funds received by law or executive order to be closedthe Company.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder agrees Sellers agree to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ ] _____ per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter in SCHEDULE I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the The Shares to be sold hereunder by the Selling Stockholder Shareholders have been placed in custody with the Company Attorneys as custodian custodians (the each, a "Custodian") pursuant to the Letter Power of Transmittal Attorney and Custody Agreement (the "Custody Agreement") executed by the each Selling Stockholder Shareholder for delivery of all Firm Shares to be sold hereunder by the Selling StockholderShareholders. The Each of the Selling Stockholder Shareholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholder Shareholders under the Power of Attorney and Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Stockholder Shareholders (or by any other person, firm or corporation including the Company, the Operating Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of the a corporate Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Power of Attorney and Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the Shares shares to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Underwriter Representatives for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through the facilities of The the Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholders hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its exercise or expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company against delivery of certificates therefor through the facilities of the Depository Trust Company, New York, New York. (e) If on the Closing Date any Selling Shareholder fails to sell the Firm Shares which such Selling Shareholder has agreed to sell on such date as set forth in SCHEDULE II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares which such Selling Shareholder has failed to so sell, as set forth in SCHEDULE II hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder Company agrees to issue and sell to the public through the Underwriters and each Underwriter agrees, severally and not jointly, as agent of the Underwriter agrees Company, offer and sell the Shares for the Company on a best efforts basis, pursuant to purchasethis Agreement, at a price of $[ ] 0.75 per share the Sharesshare. (b) Certificates in negotiable form Subject to the provisions of this Agreement, as compensation for the total number services rendered, on the Closing Date, the Underwriters shall receive an amount equal to seven percent (7.0%) (the “Commission Rate”) of the aggregate gross proceeds received by the Company for the sale of the Shares; provided, that the Commission Rate shall be reduced to four percent (4%) of the aggregate gross proceeds received by the Company for the sale of Shares to investors introduced to the Underwriters by the Company. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing Date. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the transactions contemplated by this Agreement. (c) The Underwriters may retain other brokers or dealers (each, a “Subagent”) who are members in good standing of FINRA and duly registered as broker-dealers under the Exchange Act and under the laws of any states in which the offering is conducted (except where such registration is not required by law) to assist them and to act as subagents on their behalf in connection with the offering, and may enter into agreements with such Subagent for the offer and sale of the Shares to be sold hereunder by the Selling Stockholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Letter adopting such provisions of Transmittal and Custody this Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests benefit of the Underwriter hereunderSubagents as the Underwriters deem appropriate; provided, however, that the arrangements made by Company will only be obligated to pay the Selling Stockholder for such custody are to that extent irrevocableUnderwriters, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if Agreement, for their services rendered hereunder and shall be under no obligation to make any payment of any kind to any such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such SharesSubagent. (cd) Payment for the Shares to be sold hereunder is to be made in Federal federal (same day) funds against delivery thereof to an account designated by the Custodian Representative for the Shares against delivery of certificates therefor to the Underwriter for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company Company, New York, New York, at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and a date not that is no later than three seven business days thereafter after the date of this Agreement as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "“Closing Date." (”. As used herein, "“business day" ” means a day on which the New York Stock Exchange NYSE American is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder agrees Sellers agree to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ ] $ per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders shall be several and not joint. (b) Certificates in negotiable form (or irrevocable instructions with respect to the disposition to the Underwriters of Shares to be sold by the Selling Stockholders pursuant to this Agreement that are not represented in certificated form) for the total number of the Shares to be sold hereunder by each of the Selling Stockholder Stockholders have been placed in custody with the Company as custodian (the "Custodian") Custodian pursuant to the Letter of Transmittal and Custody Agreement (the "such Selling Stockholder’s Custody Agreement") executed by , for delivery and sale hereunder. Each of the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder Stockholders specifically agrees that the Firm Shares and any Option Shares represented by the certificates held in custody for the such Selling Stockholder under the such Selling Stockholder’s Custody Agreement (or, with respect to Shares not represented in certificated form, to which the irrevocable instructions held in custody for such Selling Stockholder under such Selling Stockholder’s Custody Agreement relate) are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the such Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholder hereunder shall not be terminable by any act or deed of the such Selling Stockholder (or by any other personindividual or entity, firm or corporation including any other Selling Stockholder, the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of a Selling Stockholder who is an individual or the dissolution of the a Selling StockholderStockholder that is an entity) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Firm Shares or the Option Shares hereunder, certificates for and irrevocable instructions with respect to the Firm Shares or the Option Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized by each of the Selling Stockholders to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the Firm Shares to be sold by it and to an account designated by the Custodian for the Firm Shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Underwriter Representatives for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "“Closing Date." (” As used hereinin this Agreement, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any one time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder agrees Sellers agree to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ ] ______ per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder Shareholders have been placed in custody with the Company [__________] as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Custodian Agreement (the "Custody Agreement") executed by the each Selling Stockholder Shareholder for delivery of all Firm Shares and any Option Shares to be sold hereunder by the Selling StockholderShareholders. The Each of the Selling Stockholder Shareholders specifically agrees that the Firm Shares and any Option Shares represented by the certificates held in custody for the Selling Stockholder Shareholders under the Custody Custodian Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Shareholders for such custody are to that extent irrevocable, and -13- that the obligations of the Selling Stockholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Stockholder Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of the a corporate Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Firm Shares or the Option Shares, if any, hereunder, certificates for the Firm Shares or the Options Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the Shares shares to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Underwriter Representatives for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 on June [ ], 2003 or at such the third ▇▇▇▇▇▇▇▇ day a▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ other time and date not later than three business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and Selling Shareholders hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Company and the Selling Shareholders is set forth opposite their respective names on Schedule III hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time thereafter within 30 days after the date of this Agreement, by Deutsche Bank Securities Inc., to the Company, the Attorney-in-Fact, and the Custodian, with a copy to Debevoise & Plimpton LLP, setting forth the number of Option Shares as to which th▇ ▇▇▇▇▇▇l Underwriters are exercising the option and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by the Company and each of the Selling Shareholders listed in Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares, if any, are to be delivered shall be determined by Deutsche Bank Securities Inc. but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or -14- more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares, if any, to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. Deutsche Bank Securities Inc. may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Attorney-in-Fact. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company for the Option Shares to be sold by it and to the order of "________, as Custodian" for the Option Shares to be sold by the Selling Shareholders against delivery of certificates therefor through the facilities of The Depository Trust Company, New York, New York. (e) If on the Closing Date or Option Closing Date, as the case may be, any Selling Shareholder fails to sell the Firm Shares or Option Shares, if any, which such Selling Shareholder has agreed to sell on such date as set forth in Schedule II and Schedule III hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares or the Option Shares, if any, which such Selling Shareholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder agrees Sellers agree to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ ] per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder shall be several and not joint; provided however that the Company has agreed to pay the Underwriter discounts and commissions on behalf of the Selling Shareholder and such discounts and commissions shall be netted out of the aggregate price paid to the Company by the Underwriters. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder Shareholder have been placed in custody with the Company ▇▇▇▇▇ Fargo Bank, N.A. as custodian (the "“Custodian"”) pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder Shareholder for delivery of all Firm Shares to be sold hereunder by the Selling StockholderShareholder. The Selling Stockholder Shareholder specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholder Shareholder under the Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Shareholder hereunder shall not be terminable by any act or deed of the Selling Stockholder Shareholder (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the dissolution of the Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Firm Shares hereunder, certificates for the Shares Firm Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the Shares shares to be sold by the Selling Shareholder, in each case against delivery of certificates therefor to the Underwriter Representatives for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company Company, New York, New York, at 10:00 a.m., New York time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "“Closing Date." (”. As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the several Underwriters the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties and covenants agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Company shall be $[___] per share. [Initial paragraph to be replaced with the following text if only Selling Stockholder agrees Stockholders are offering the Firm Shares:] The Firm Shares. The Selling Stockholders agree to sell to the Underwriter several Underwriters the Firm Shares upon the terms set forth herein, each Selling Stockholder selling the number of Firm 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 conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders the respective number of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the several Underwriters to the Selling Stockholders shall be $[___] per share. [Initial paragraph to be replaced with the following text if the Company and Selling Stockholders are offering the Firm Shares:] The Firm Shares. Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters an aggregate of [___] Firm Shares and (ii) the Selling Stockholders agree to sell to the several Underwriters an aggregate of [___] Firm Shares, each Selling Stockholder selling the number of Firm 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 conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company and the Underwriter agrees Selling Stockholders the respective number of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Share to purchase, at a price of be paid by the several Underwriters to the Company and the Selling Stockholders shall be $[ [___] per share the Shares. (b) Certificates in negotiable form share. The First Closing Date. Delivery of certificates for the total number of the Firm Shares to be sold hereunder purchased by the Selling Stockholder have been placed in custody with Underwriters and payment therefor shall be made at the offices of [ ] New York, New York (or such other place as may be agreed to by the Company as custodian (and the "Custodian"Representative) pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account of the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., 9:00 a.m. New York time, on June [ [___], 2003 or at such other time and date not later than three business days thereafter 11:30 a.m. New York time, on [___] as you the Representative and the Selling Stockholder Company shall agree upon, such upon (the time and date being herein referred to as of such closing are called the "First Closing Date")." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company and Selling Stockholder agrees Stockholders agree to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ ] _____ per share share, the Shares. (b) number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder Stockholders have been placed in custody with the Company American Stock Transfer & Trust Company, as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the each Selling Stockholder for delivery of all any Firm Shares and Option Shares to be sold hereunder by the Selling StockholderStockholders. The Each of the Selling Stockholder Stockholders specifically agrees that the any Firm Shares and Option Shares represented by the certificates held in custody for the Selling Stockholder Stockholders under the Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholder Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of the a partnership or corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Firm Shares or the Option Shares hereunder, certificates for the Firm Shares or the Option Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) . Payment for the Firm Shares to be sold hereunder by Company is to be made in Federal (same day) funds to the order of the Company to an account of the Company designated by notice to the Representatives at least two (2) business days prior to the Closing Date, and payment for the shares to be sold hereunder by the Selling Stockholders is to be made to the order of the Custodian for the Shares account of the Selling Stockholders, in each case in New York Clearing House funds by wire transfer or certified or bank cashier's checks against delivery of certificates therefor to the Underwriter Representatives for the account several accounts of the UnderwriterUnderwriters (including without 10. limitation by "full-fast" electronic transfer by Depository Trust Company). Such payment and delivery are to be made through at the facilities offices of The Depository Trust Company Alex. ▇▇▇▇▇ & Sons Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, at 10:00 a.m., New York Baltimore time, on June [ ], 2003 the fifth business day after the date of this Agreement or at such other time and time, date or place not later than three five business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the third full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, certain of the Selling Stockholders named in Schedule III hereto hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Selling Stockholders is set forth opposite their respective names on Schedule III hereto. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Custodian and to each of the Selling Stockholders setting forth the number of the Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by each of the Selling Stockholders listed on Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule III hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three (3) nor later than ten (10) full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to 2,500,000, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the each of the Selling Stockholders for the shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor (including without limitation by "full-fast" electronic transfer by 11. Depository Trust Company) at the offices of Alex. ▇▇▇▇▇ & Sons Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters _____ Firm Shares (including Non-Affiliate Shares and Affiliate Shares), (ii) each Selling Stockholder agrees agrees, severally and not jointly, to sell to the Underwriters the number of Firm shares set forth opposite such Selling Stockholder's name on Schedule II, and (iii) each Underwriter agrees, severally and not jointly, to purchase in the Underwriter agrees to purchaseamounts set forth their respective names on Schedule I, at a price of $[ ] _____ per share share, the Non-Affiliate Shares from the Company and the Firm Shares from the Selling Stockholders and, at a price of $_____ per share, the Affiliate Shares from the Company. Certificates evidencing the Shares shall be in definitive form and shall be registered in such names and in such denominations as the Representative shall request at least two (2) business days prior to the Closing Date or the Option Closing Date, as the case may be, by written notice to the Company or the Selling Stockholders, as applicable. For the purpose of expediting the checking and packaging of certificates for the Shares, the Company and the Selling Stockholders agree to make such certificates available for inspection at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of DTC or its designated custodian. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder Stockholders have been placed in custody with the Company Mellon Investor Services LLC as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the each Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling StockholderStockholders. The Each of the Selling Stockholder Stockholders specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder Stockholders under the Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholder Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of the a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the Shares shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Underwriter Representative for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through the facilities of The the Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you the Representative and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase the Option Shares at the price per share as set forth in Section 3(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, giving notice to the Company, setting forth the number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by the Representative in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company against delivery of certificates therefor through the facilities of the Depository Trust Company, New York, New York. (e) If on the Closing Date any Selling Stockholder fails to sell the Firm Shares which such Selling Stockholder has agreed to sell on such date as set forth in Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents the Firm Shares which such Selling Stockholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representative.

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Primary Firm Shares upon the terms herein set forth. Each of the Selling Stockholders severally, and not jointly, agrees to sell to the Underwriter the Secondary Shares set forth with respect to such Selling Stockholder on Exhibit A hereto upon the terms herein set forth. On the basis of the representations, warranties and covenants agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Selling Stockholder agrees to sell to the Underwriter and the Underwriter agrees to purchase, at purchase from the Company and the Selling Stockholders all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company and the Selling Stockholders shall be $16.49375 per share (representing a public offering price of $[ ] 17.50 per share the Sharesshare, less an underwriting discount of $1.00625 per share). (b) Certificates in negotiable form for the total number The First Closing Date. Delivery of the Firm Shares to be sold hereunder purchased by the Selling Stockholder have been placed in custody with Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on March 8, 2006 or such other time and date as the Underwriter shall designate by notice to the Company as custodian and the Selling Stockholders (the "Custodian") pursuant time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Underwriter 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 or the Underwriter to recirculate to the Letter public copies of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act an amended or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Sharessupplemented prospectus. (c) Payment for The Option Closing Date. In addition, on the Shares 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 Underwriter to purchase from the Company, at the purchase price per share to be sold hereunder is to be made in Federal (same day) funds to an account designated paid by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account Firm Shares, the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the UnderwriterFirm Shares. Such payment The option granted hereunder may be exercised in whole or in part and delivery are at any time or from time to time upon notice by the Underwriter to the Company, which notice may be made through given at any time within 30 days from the facilities date of The Depository Trust Company at 10:00 a.m., New York this Agreement. Each such notice shall set forth the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option and the time, on June [ ], 2003 or date and place at such other which the Overallotment Shares will be delivered (which time and date may be simultaneous with, but not later than three business days thereafter as you 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 the Firm Shares and the Selling Stockholder shall agree upon, Overallotment Shares). Each such time and date being herein referred of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Shares. The Underwriter hereby advises the Company and the Selling Stockholders that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the "Closing DateUnderwriter, in its sole judgment, has determined is advisable and practicable." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell 2,500,000 Firm Shares and the Representatives' Warrants to the several Underwriters, the Firm Selling Stockholder agrees to sell Tucker, Anthony Incorporated Sutro & Co. Incorporated to the Underwriter several ▇▇▇▇▇▇▇▇▇▇▇▇ ▇he number of Firm Shares set forth on Schedule B opposite the name of Firm Selling Stockholder, and the Underwriter each Underwriter, severally and not jointly, agrees to purchasepurchase that number of Firm Shares set forth in Schedule A opposite its name plus any additional number of Firm Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. As of the Closing Date, at a price of $[ ] per share the Shares. (b) Certificates certificates in negotiable form for the total number of Shares (or securities exercisable for such Shares in negotiable form together with the Shares exercise price thereon in cash) to be sold hereunder by the Selling Stockholder Stockholders will have been placed in custody with the Company as custodian (the "Custodian") Custodian pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") Agreements executed by the Selling Stockholder Stockholders for delivery of all Shares to be sold hereunder by the Selling StockholderStockholders. The Selling Stockholder Stockholders specifically agrees agree that the Shares represented by the certificates held and to be held in custody for the Selling Stockholder Stockholders under the Custody Agreement Agreements are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Stockholders hereunder shall not be terminable by any act or deed of the such Selling Stockholder Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including without limitation, the dissolution bankruptcy, insolvency, dissolution, liquidation or termination of the Selling StockholderStockholders) or by the occurrence of any other event or events, except as set forth in the Custody AgreementAgreements. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred, regardless of whether or not the Custodian shall have received notice of such event. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Representatives of the Underwriters, for a period of forty-five days from the effective date of this Agreement, the Company and the Selling Stockholders grant to the Underwriters an option to purchase up to 450,000 Option Shares (such Option Shares, if less than the aggregate amount, to be apportioned first between the Selling Stockholders on a pro rate basis based on the maximum amount of Option Shares which the Selling Stockholders are obligated to sell to the Underwriters pursuant to this Section 2(b) and then from the Company, adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares). Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in Tucker, Anthony Incorporated Sutro & Co. Incorporated proportion to ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇irm Shares set forth opposite the name of such Underwriters in Schedule A hereto. (The time and date of delivery of any of the Option Shares is herein called the "Option Closing Date.") The respective purchase obligations of each Underwriter with respect to the Option Shares may be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share increments. The Custodian is authorized to receive price of both the Firm Shares and acknowledge receipt of the proceeds of sale of the any Option Shares held by it against delivery of such Sharesshall be $7.40 per share. (c) Payment for of the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian for the Shares against purchase price for, and delivery of certificates therefor for, the Firm Shares and the Option Shares shall be made on each of the Closing Date and the Option Closing Date, respectively, by wire transfer of immediately available funds, payable to the Underwriter order of the Company and the Custodian, as applicable, at the offices of Tucker Anthony at One Beacon Street, Boston, Massachusetts, or at suc▇ ▇▇▇▇▇ ▇▇▇▇▇ as s▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇es, the Company and the Selling Stockholders or, if mutually agreed to by the Company and the Representatives, by wire transfer, upon delivery of certificates (in form and substance satisfactory to the Representatives) representing such securities to the Representatives. Delivery and payment for the account of the Underwriter. Such payment and delivery are to Firm Shares shall be made through the facilities of The Depository Trust Company at 10:00 a.m.a.m. (Eastern Time) on the third business day following the public offering, New York time, on June [ ], 2003 or at such other time and date not later than three business days thereafter as you shall be agreed upon by the Representatives and the Selling Stockholder shall agree upon, such Company. The time and date being of payment for and delivery of the Firm Shares is herein referred to as called the "Closing Date." (As used hereinIn the event that any or all of the Option Shares are purchased by the Underwriters, "business day" means a day on the date and time at which the New York Stock Exchange is open certificates for trading and on which banks in New York Option Shares are open for business and not permitted by law or executive order to be closeddelivered shall be determined by the Representatives and the Company but shall not be earlier than three nor later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date. Certificates for the Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Representatives may request in writing at least two (2) business days prior to the Closing Date or the Option Closing Date, as applicable. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Representatives at such office or such other place as the Representatives may designate for inspection and packaging not later than 9:30 a.m. (Eastern Time) on the last business day prior to the Closing Date or the Option Closing Date, as applicable.) (d) As of the Closing Date, the Company will issue and sell to you or, at your direction, to your bona fide officers, for a total purchase price of $2,500, warrants entitling the holders to purchase 250,000 shares of Common Stock (equal to 10% of the Firm Tucker, Anthony Incorporated Sutro & Co. Incorporated Shares being s▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇any) at $10.80 per Share (135% of the public offering price on the Effective Date) (the "Representatives' Warrants") for a period of four years commencing one year after the effective date of the Registration Statement. The Representatives' Warrants include the terms set forth in the Warrant Agreement. You may designate that the Representatives' Warrants be issued to your bona fide officers only if you determine that such issuances would not violate the interpretations of the NASD relating to the review of corporate financing arrangements. No sale, transfer, assignment, or hypothecation of the Underwriter's Warrants shall be made for a period of five (5) years from the effective date of the Registration Statement except to bona fide officers of the Underwriter and officers or partners of selected dealers. The holders of the Representatives' Warrants will be entitled to the registration rights set forth in the Warrant Agreement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell 1,450,000 Firm Shares to the several Underwriters, the Selling Stockholder agrees to sell to the Underwriter several Underwriters the number of Firm Shares set forth on Schedule B opposite the name of the Selling Stockholder, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase, purchase that number of Firm Shares set forth in Schedule A opposite its name plus any additional number of Firm Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. The Warrant Certificate in the name of the Selling Stockholder representing the Selling Stockholder Warrants to purchase 350,000 shares of Common Stock of the Company at a purchase price of $[ ] 2.00 per share share, together with a form of subscription duly executed in blank and a stock power(s) duly endorsed in blank by the Shares. (b) Certificates Selling Stockholder with respect to the 350,000 Shares to be acquired upon exercise of the Selling Stockholder Warrants, have been, and as of the Closing Date certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholder will have been been, placed in custody with the Company as custodian (the "Custodian") Custodian pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Stockholder for delivery of all Shares to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Selling Stockholder Warrants represented by the Warrant Certificate and the Shares represented by the certificates held and to be held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements 10 11 made by the Selling Stockholder for such custody and the full exercise of the Selling Stockholder Warrants are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the such Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including without limitation, the dissolution bankruptcy, insolvency, dissolution, liquidation or termination of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Shares hereunder, the Selling Stockholder Warrants shall be exercised in full and certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred, regardless of whether or not the Custodian shall have received notice of such event. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares to be held by it upon full exercise of the Selling Stockholder Warrants (net of the aggregate exercise price for the full exercise of the Selling Stockholder Warrants) against delivery of such Shares. (c) Payment for the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account of the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and date not later than three business days thereafter as you and the Selling Stockholder shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, representations and warranties and covenants herein contained, and but subject to the terms and conditions herein set forth, the Selling Stockholder agrees Company hereby appoints you its sales agent and grants you the exclusive right to offer and sell the Shares during the Offering Period (as hereinafter defined) for the account and risk of the Company. You accept such appointment and agree to use your best efforts as sales agent, following written or telegraphic receipt of notice of the Underwriter effective date of the Registration Statement, to offer and sell such number of Shares as contemplated by this Agreement at the Underwriter agrees to purchase, at a price of $[ ] per share stated in the SharesProspectus. (b) Certificates in negotiable form for the total number Each prospective purchaser of the Shares will be required to be sold hereunder by the Selling Stockholder have been placed in custody with complete, execute, and deliver to the Company a subscription agreement in the form filed as custodian an exhibit to the Registration Statement (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Subscription Agreement") executed by the Selling Stockholder for delivery of all Shares ). Prior to be sold hereunder by the Selling Stockholder. The Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminable by any act or deed of the Selling Stockholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to concurrently with the delivery to the Company of any Subscription Agreement by any purchaser, funds sufficient to purchase the Shares subscribed for shall be wired to an escrow account to be maintained pursuant to an escrow agreement among the Escrow Agent (as hereinafter defined), the Company, and the Underwriter in the form filed as an exhibit to the Registration Statement (the "Escrow Agreement"). You shall transmit any funds received from any purchaser directly to the Escrow Agent by noon of the Shares hereundernext business day after your receipt of such checks. Except as provided in the first sentence of subparagraph (c) below, certificates the Company shall not be entitled to reject, without the Underwriter's consent, any Subscription Agreement tendered to it prior to the Termination Date (as hereinafter defined) unless (i) the Subscription Agreement is not properly completed after the Underwriter and the Company have given the subscriber an opportunity to cure the defect or payment in full for the Shares shall be delivered by the Custodian subscribed for is not made in accordance with such Subscription Agreement or (ii) the terms and conditions subscriber submitting such Subscription Agreement is a resident of this Agreement as if a jurisdiction in which the offering is not registered, qualified, or exempt from such event has not occurredregistration or qualification. The Custodian is authorized Company will forward to receive and acknowledge receipt you copies of the proceeds of sale of the Shares held each Subscription Agreement accepted by it against delivery within three business days of receipt by the Company of such SharesSubscription Agreement. (c) Payment All subscriptions for Shares will be conditioned upon the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated acceptance by the Custodian for Company of Subscription Agreements at least 3,250,000 Shares (the Shares against delivery of certificates therefor "Minimum Subscriptions") on or prior to 30 days after the Underwriter for the account effectiveness of the Registration Statement, which is the last date on which the offering of Shares may be made, except that such last offering date may be extended by the Underwriter. Such payment and delivery are , in its sole discretion, to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and a date not later than three business 60 days thereafter as you and after the Selling Stockholder shall agree upon, such time and effective date being of the Registration Statement (the last date on which the offering of Shares may be made is herein referred to as the "Termination Date" and the period during which the offering of Shares may be made is herein referred to as the "Offering Period"). If Minimum Subscriptions are not tendered to and accepted by the Company by the Termination Date, this Agreement shall, subject to the provisions of Section 10 hereof, terminate. If at least the Minimum Subscriptions are tendered to and accepted by the Company on or before the Termination Date, a closing will be held at the offices of the Underwriter at a mutually agreed date (not later than five business days after the Termination Date) and time as soon as practicable after the delivery of the last of such subscriptions (the "First Closing Date") and shall be subject to each of the conditions precedent to closing provided for in this Agreement. The parties hereto may mutually agree to continue the Offering after the First Closing Date and prior to the Termination Date until up to 4,000,000 Shares are subscribed for. If additional subscriptions are tendered and accepted after the First Closing Date and prior to the Termination Date, one or more additional closings with respect to such subscriptions shall be held in accordance with the terms of the Prospectus (each an "Additional Closing Date"). Each such additional closing will be held at the offices of the Underwriter at a mutually agreed date (not later than five business days after the Termination Date) and time and shall be subject to each of the conditions precedent to closing provided for in this Agreement. Each closing date provided for under this Agreement (including the First Closing Date) shall constitute a "Closing Date." " (As used hereind) On or prior to the applicable Closing Date, "business day" means all cash payments of purchasers received (unless and until returned to the purchasers pursuant hereto) will be placed in a day on which the segregated escrow account with United States Trust Company of New York Stock Exchange (the "Escrow Agent") for the purchasers' benefit. (e) The purchase price paid by any prospective purchaser whose subscription is open rejected, or is returned because the conditions to closing were not satisfied, shall be returned to such prospective purchaser, without any deduction therefrom or interest thereon. (f) If, prior to the Termination Date, subscriptions for trading more than 4,000,000 Shares are received, the Underwriter, in its sole and on which banks absolute discretion, may allocate the Shares among the subscribers as to whom a closing has not already been held in New York are open for business and not permitted by law such manner as it shall see fit. (g) As soon as practicable after each Closing Date, the Company shall deliver or executive order cause to be closeddelivered by mail to each purchaser of Shares on such Closing Date (i) a copy of an executed Subscription Agreement which indicates thereon the number of Shares such purchaser has purchased and (ii) a stock certificate representing such Shares, registered in such purchaser's name.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell 2,500,000 Firm Shares and the Representatives' Warrants to the several Underwriters, the Firm Selling Stockholder agrees to sell to the Underwriter several Underwriters the number of Firm Shares set forth on ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Incorporated Sutro & Co. Incorporated Schedule B opposite the name of Firm Selling Stockholder, and the Underwriter each Underwriter, severally and not jointly, agrees to purchasepurchase that number of Firm Shares set forth in Schedule A opposite its name plus any additional number of Firm Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. As of the Closing Date, at a price of $[ ] per share the Shares. (b) Certificates certificates in negotiable form for the total number of Shares (or securities exercisable for such Shares in negotiable form together with the Shares exercise price thereon in cash) to be sold hereunder by the Selling Stockholder Stockholders will have been placed in custody with the Company as custodian (the "Custodian") Custodian pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") Agreements executed by the Selling Stockholder Stockholders for delivery of all Shares to be sold hereunder by the Selling StockholderStockholders. The Selling Stockholder Stockholders specifically agrees agree that the Shares represented by the certificates held and to be held in custody for the Selling Stockholder Stockholders under the Custody Agreement Agreements are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Stockholders hereunder shall not be terminable by any act or deed of the such Selling Stockholder Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including without limitation, the dissolution bankruptcy, insolvency, dissolution, liquidation or termination of the Selling StockholderStockholders) or by the occurrence of any other event or events, except as set forth in the Custody AgreementAgreements. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred, regardless of whether or not the Custodian shall have received notice of such event. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Representatives of the Underwriters, for a period of forty-five days from the effective date of this Agreement, the Company and the Selling Stockholders grant to the Underwriters an option to purchase up to 450,000 Option Shares (such Option Shares, if less than the aggregate amount, to be apportioned first between the Selling Stockholders on a pro rate basis based on the maximum amount of Option Shares which the Selling Stockholders are obligated to sell to the Underwriters pursuant to this Section 2(b) and then from the Company, adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares). Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Incorporated Sutro & Co. Incorporated of such Underwriters in Schedule A hereto. (The time and date of delivery of any of the Option Shares is herein called the "Option Closing Date.") The respective purchase obligations of each Underwriter with respect to the Option Shares may be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share increments. The Custodian is authorized to receive price of both the Firm Shares and acknowledge receipt of the proceeds of sale of the any Option Shares held by it against delivery of such Sharesshall be $____ per share. (c) Payment for of the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian for the Shares against purchase price for, and delivery of certificates therefor for, the Firm Shares and the Option Shares shall be made on each of the Closing Date and the Option Closing Date, respectively, by wire transfer of immediately available funds, payable to the Underwriter order of the Company and the Custodian, as applicable, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives, the Company and the Selling Stockholders or, if mutually agreed to by the Company and the Representatives, by wire transfer, upon delivery of certificates (in form and substance satisfactory to the Representatives) representing such securities to the Representatives. Delivery and payment for the account of the Underwriter. Such payment and delivery are to Firm Shares shall be made through the facilities of The Depository Trust Company at 10:00 a.m.a.m. (Eastern Time) on the third business day following the public offering, New York time, on June [ ], 2003 or at such other time and date not later than three business days thereafter as you shall be agreed upon by the Representatives and the Selling Stockholder shall agree upon, such Company. The time and date being of payment for and delivery of the Firm Shares is herein referred to as called the "Closing Date." (As used hereinIn the event that any or all of the Option Shares are purchased by the Underwriters, "business day" means a day on the date and time at which the New York Stock Exchange is open certificates for trading and on which banks in New York Option Shares are open for business and not permitted by law or executive order to be closeddelivered shall be determined by the Representatives and the Company but shall not be earlier than three nor later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date. Certificates for the Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Representatives may request in writing at least two (2) business days prior to the Closing Date or the Option Closing Date, as applicable. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Representatives at such office or such other place as the Representatives may designate for inspection and packaging not later than 9:30 a.m. (Eastern Time) on the last business day prior to the Closing Date or the Option Closing Date, as applicable.) (d) As of the Closing Date, the Company will issue and sell to you or, at your direction, to your bona fide officers, for a total purchase price of $2,500, warrants entitling the holders to purchase 250,000 shares of Common Stock (equal to 10% of the Firm Shares being sold by the Company) at $_____ per Share (120% of the ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Incorporated Sutro & Co. Incorporated public offering price on the Effective Date) (the "Representatives' Warrants") for a period of four years commencing one year after the effective date of the Registration Statement. The Representatives' Warrants include the terms set forth in the Warrant Agreement. You may designate that the Representatives' Warrants be issued to your bona fide officers only if you determine that such issuances would not violate the interpretations of the NASD relating to the review of corporate financing arrangements. No sale, transfer, assignment, or hypothecation of the Underwriter's Warrants shall be made for a period of five (5) years from the effective date of the Registration Statement except to bona fide officers of the Underwriter and officers or partners of selected dealers. The holders of the Representatives' Warrants will be entitled to the registration rights set forth in the Warrant Agreement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Stockholder agrees Sellers agree to sell to the Underwriters and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase, at a price of $[ ] _____ per share share, the Sharesnumber of Firm Shares set forth opposite the name of each Underwriter in SCHEDULE I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the The Shares to be sold hereunder by the Selling Stockholder Shareholders have been placed in custody with the Company Attorneys as custodian custodians (the each, a "Custodian") pursuant to the Letter Power of Transmittal Attorney and Custody Agreement (the "Custody Agreement") executed by the each Selling Stockholder Shareholder for delivery of all Firm Shares to be sold hereunder by the Selling StockholderShareholders. The Each of the Selling Stockholder Shareholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholder Shareholders under the Power of Attorney and Custody Agreement are subject to the interests of the Underwriter Underwriters hereunder, that the arrangements made by the Selling Stockholder Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Stockholder Shareholders (or by any other person, firm or corporation including the Company, the Operating Company, the Custodian or the UnderwriterUnderwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of the a corporate Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Power of Attorney and Custody Agreement. If any such event should occur prior to the delivery to the Underwriter Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the Shares shares to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Underwriter Representatives for the account several accounts of the UnderwriterUnderwriters. Such payment and delivery are to be made through the facilities of The the Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 the third business day after the date of this Agreement or at such other time and date not later than three five business days thereafter as you and the Selling Stockholder Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its exercise or expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company against delivery of certificates therefor through the facilities of the Depository Trust Company, New York, New York. (e) If on the Closing Date any Selling Shareholder fails to sell the Firm Shares which such Selling Shareholder has agreed to sell on such date as set forth in SCHEDULE II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares which such Selling Shareholder has failed to so sell, as set forth in SCHEDULE II hereto, or such lesser number as may be requested by the Representatives.