Common use of Registration Statement and Prospectus; Public Offering Clause in Contracts

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830________), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) registration statement and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement registration statement (including all amendments thereofthereto) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Securities Act for the purpose of registering additional Shares, which registration shall be effective upon filing with the Commission. The term "preliminary prospectusRegistration Statement" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b424(a), Rule 430A and Rule 434, is called 462(b) of the Rules. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules) included at any time as a part of the Registration Statement." . The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules) or the preliminary prospectus forming part of the Registration Statement at the time it was declared effective together with the term sheet permitted under Rule 434(b) and filed with the Commission pursuant to Rule 424(b), as applicable. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-8683013627), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including together with any registration statement for the same offering filed by the Company that is to be effective upon filing pursuant to Rule 424(b), Rule 430A and Rule 434462(b) of the Securities Act, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683062231), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required filed prior to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits and financial schedules), as amended at the time and on the date it becomes effective (the "Effective Date") and as thereafter amended by post-effective amendments. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement"), including all exhibits and information, if any, deemed then any reference herein to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholder understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholder hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement on Form SB-1 S-3 (No. 333-8683086660), including a preliminary prospectus Preliminary Prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934 (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be. The Company understands and the Selling Shareholder understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).Representatives deem

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), pursuant to the Securities Act and the rules and regulations adopted by the Commission thereunder (the "Rules"), a Registration Statement registration statement or statements on Form SB-1 (No. 333-86830)S-3, including a preliminary prospectus prospectus, relating to the SharesMortgage Bonds and the Notes, and such registration statement has filed or will file with such registration statements have become effective. Such registration statement or statements referred to in the SEC first paragraph of the Registration Statement Underwriting Agreement, including financial statements, exhibits and Incorporated Documents (as hereinafter defined) and such amendments thereof ), as may have been required amended to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434Agreement, is called or are hereinafter referred to as the "Registration Statement.," The term "Prospectus" means and the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was or prospectuses included in the Registration Statement at or deemed, pursuant to Rule 429 under the time Securities Act, to relate to the Registration Statement, as supplemented by a prospectus supplement (including any preliminary prospectus supplement) relating to any Purchased Securities filed pursuant to Rule 424 under the Securities Act, is or are hereinafter referred to as the "Prospectus." Any reference herein to the Registration Statement or Prospectus shall be deemed to include all documents incorporated, or deemed to be incorporated, therein by reference pursuant to the requirements of effectiveness Item 12 of Form S-3 under the Securities Act (the "Incorporated Documents"). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or was subsequently any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC Commission pursuant to Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system (EDGAX), xhich EDGAX xxxy is substantially identical to the other copies of such material, except to the Rules). extent permitted by Regulation S-T. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of their respective portions of the SharesPurchased Securities, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter)relating thereto.

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683078495), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits and financial schedules), as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits ) and information, if any, deemed as thereafter amended by post effective amendments. If the Company has filed an abbreviated registration statement to be part of register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Shareholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Shareholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-8683063690), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement thereof at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) 430A of the Rules). The If the Company understands that the Underwriter proposes has filed an abbreviated registration statement to make a public offering of the Shares, as set forth in and register additional Shares pursuant to Rule 462(b) under the Prospectus, as soon after Rules (the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto "462(b) Registration Statement") then any reference herein to the UnderwriterRegistration Statement shall also be deemed to include such 462(b).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-8683033-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and ), of the related preliminary prospectusesprospectus, and of all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth Any reference in and pursuant this Agreement to the Prospectus, as soon after Registration Statement or the Effective Date Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized exhibits to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).such incorporated documents) pursuant

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement on Form SB-1 S-3 (No. 333-8683086660), including a preliminary prospectus Preliminary Prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it finally becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of final effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934 (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be. The Company understands and the Selling Shareholder understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Shareholder hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-86830333-____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have previously been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits (including those exhibits permitted by the Rules to be incorporated by reference therein) and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b), Rule 430A 434 and Rule 434430A of the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules)) or if the Company relies on Rule 434 under the Securities Act, the "Term Sheet" relating to the Shares, together with the preliminary prospectus that such Term Sheet supplements. "Term Sheet" means any term sheet that satisfies the requirements of Rule 434 under the Securities Act. The Company understands and each of the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and each of the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company or the Selling Stockholders furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683030896), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus the Preliminary Prospectus, dated as of March 27, 2000, and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-8683075795), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity file with the requirements of Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder adopted by the Commission under it (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") ), a Registration Statement on Form SB-1 (No. 333-86830)registration statement, including a preliminary prospectus prospectus, relating to the SharesSecurities, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof to such registration statement as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectusesAgreement. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described referred to in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statementregistration statement and any preliminary prospectus included in the registration statement at the Effective Date (as defined below) that omits information with respect to the Securities and the offering of the Securities permitted to be omitted from the registration statement when it becomes effective pursuant to Rule 430A of the Rules ("Rule 430A Information"). If a further amendment to the registration statement is required to be filed pursuant to Rule 424(b) of the Rules, such further amendment (the "Final Amendment") to the registration statement, including a form of prospectus, necessary to permit such registration statement to become effective will be prepared by the Company and submitted to the Standby Purchasers and will promptly be filed by the Company with the Commission. The Registration Statement, registration statement as amended at the time and on the date it becomes effective (the "Effective Date"), including financial statements and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434exhibits, is called the "Registration Statement." The term "Prospectus" means the prospectus relating containing the Rule 430A Information as first filed with the Commission pursuant to Rule 424(b) of the Shares in Rules or, if no such filing pursuant to Rule 424(b) of the Rules is required, means the form first used to confirm sales of the Shares (whether such Prospectus was final prospectus included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter)Date.

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and the published rules and regulations thereunder (the "RulesRULES") adopted by the Securities and Exchange Commission (the "SECCOMMISSION") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830333-______), including a preliminary prospectus prospectus, relating to the Shares, and has filed or will file with the SEC the . The Registration Statement (as hereinafter defined) contains two prospectuses to be used in connection with the offering and sale of the Shares: the U.S. prospectus (the "U.S. PROSPECTUS"), to be used in connection with the offering and sale of Shares in the United States to United States Persons, and the international prospectus (the "INTERNATIONAL PROSPECTUS"), to be used in connection with the offering and sale of Shares outside the United States to persons other than United States Persons. The International Prospectus is identical to the U.S. Prospectus except for the outside front and outside back cover pages. The Company has filed with the Commission the Registration Statement and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectusPRELIMINARY PROSPECTUS" as used herein hereinafter means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective DateEFFECTIVE DATE"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b), Rule 430A and Rule 434434 of the Rules, is called hereinafter referred to as the "Registration StatementREGISTRATION STATEMENT." The term "ProspectusPROSPECTUS" means the prospectus U.S. Prospectus and the International Prospectus relating to the Shares in the form respective forms first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems you deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company ------------------------------------------------------ has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683080037), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits and financial schedules), as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits ) and information, if any, deemed as thereafter amended by post effective amendments. If the Company has filed an abbreviated registration statement to be part of register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter you copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined). The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement"), then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term "Prospectus" shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented supplemented, if the Company furnishes such amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) on Form S-3 (No. 333-72396), including the related Preliminary Prospectus (as hereinafter defined) relating to the Shares, and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including, without limitation, all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied upon, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683087497), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits and financial schedules), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules and as thereafter amended by any post-effective amendments. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement"), then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683096025), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to the Representatives. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683050182), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules and any Registration Statement filed pursuant to Rule 462(b) of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter Representative deems advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-8683027885), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Securities Act for the purpose of registering additional Shares, which registration shall be effective upon filing with the Commission. The term "preliminary prospectusRegistration Statement" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b), Rule 430A 430A, Rule 434 and Rule 434, is called 462(b) of the Rules. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules) included at any time as a part of the Registration Statement." . The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules) or the preliminary prospectus forming part of the Registration Statement at the time it was declared effective together with the term sheet permitted under Rule 434(b) and filed with the Commission pursuant to Rule 424(b), as applicable. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-8683083150), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be. The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830333- 13967), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereofthereto) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Securities Act for the purpose of registering additional Shares, which registration shall be effective upon filing with the Commission. The term "preliminary prospectusRegistration Statement" as used herein means any preliminary prospectus (as described in Rule 430 of the Rulesi) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(a) and Rule 430A of the Rules and (ii) any related registration statement filed with the Commission pursuant to Rule 462(b) of the Rules, including . The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 424(b), Rule 430A and Rule 434, is called 430 of the "Rules) included at any time as a part of the Registration Statement." . The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules) or the preliminary prospectus forming part of the Registration Statement at the time it was declared effective together with the term sheet permitted under Rule 434(b) and filed with the Commission pursuant to Rule 424(b), as applicable. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has and the Trust have prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-86830333-_____), including a preliminary prospectus relating to the SharesCapital Securities, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Such Registration Statement has been declared effective by the Commission, and no further amendments thereto or supplements thereof have been filled by the Company has delivered to or the Underwriter copies Trust with the Commission. Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company and the Trust to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes became effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares Capital Securities (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). Reference made herein to the Registration Statement, any Preliminary Prospectus or the prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item ___ of Form S-3 under the Securities Act as of the date of such preliminary Prospectus or Prospectus, as the case may be. The Company and the Trust understands that the Underwriter proposes Underwriters propose to make a public offering of the SharesFirm Capital Securities and, to the extent applicable, the Option Capital Securities, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to 4 4 time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has ------------------------------------------------------ prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) on Form S-3 (No. 333-75888) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered A prospectus supplement specifically relating to the Underwriter copies Shares, the terms of the offering thereof and the other matters set forth therein has been prepared and will be filed pursuant to Rule 424 under the Securities Act in the form used to confirm sales of the Shares (the "Prospectus Supplement"). Copies of such Registration Statement (including all amendments thereof) and have heretofore been delivered by the related preliminary prospectusesCompany to you. The term "preliminary prospectusRegistration Statement" as used herein in this Agreement means any preliminary prospectus the initial shelf registration statement (as described in Rule 430 of the Rules) relating including all exhibits, financial schedules and information deemed to the Shares included at any time as be a part of the Registration Statement. The Registration StatementStatement through incorporation by reference), as amended at the time and on the date it becomes became effective (the "Effective Date"). If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement"), including all exhibits and information, if any, deemed then any reference herein to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the basic prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with effectiveness, including the SEC Prospectus Supplement. Reference made herein to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act, as of the Rules)date of the Prospectus, and any reference to any amendment or supplement to the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934 (the "Exchange Act") after the date of the Prospectus and incorporated by reference in the Prospectus. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683037566), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company Fund has prepared or will prepare in conformity filed with the requirements of Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations thereunder adopted by the Commission under the Securities Act (the "Securities Act Rules") adopted by and the Securities and Exchange Commission Investment Company Act (the "SECInvestment Company Act Rules"), a Notification of Registration on Form N-8A (the "Notification") pursuant to Section 8 of the Investment Company Act and a Registration Statement registration statement on Form SB-1 N-2 (NoFile Nos. 333-86830333-_____________ and 811- ____________) relating to the Shares (the "registration statement"), including a preliminary prospectus relating to the Shares(including any preliminary statement of additional information), and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof to such registration statement as may have been required to the date of this agreementUnderwriting Agreement. The Company has delivered to the Underwriter copies of such Registration Statement preliminary prospectus (including all amendments thereofany preliminary statement of additional information) is to be used in connection with the offering and sale of the related preliminary prospectusesShares. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 including any preliminary statement of the Rulesadditional information) relating to the Shares included at any time as a part of the Registration Statementregistration statement and any preliminary prospectus (including any preliminary statement of additional information) omitted therefrom pursuant to the Securities Act Rules. The Registration StatementFund has furnished the Representatives copies of such registration statement, as amended at each amendment to such registration statement filed by the time Fund with the Commission and on the date it becomes effective Preliminary Prospectus filed by the Fund with the Commission or used by the Fund. If the registration statement has not become effective, a further amendment (the "Effective DateFinal Amendment") to such registration statement, including the forms of final prospectus (including any final statement of additional information), necessary to permit such registration statement to become effective will promptly be filed by the Fund with the Commission. If such registration statement has become effective and any prospectus (including all exhibits and any statement of additional information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement ) contained therein omits certain information at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b430A of the Securities Act Rules, a final prospectus (the "Rule 430A Prospectus") containing such omitted information will be filed by the Fund with the Commission in accordance with Rule 497(h) of the Securities Act Rules). The Company understands that registration statement as amended at the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).time

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-8683041923), including a preliminary prospectus relating to the SharesSecurities, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) registration statement and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereofthereto) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectusRegistration Statement" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b424(a), Rule 430A and Rule 434, 462(b) of the Rules. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules) included at any time as a part of the Registration Statement that omits information with respect to the Notes permitted pursuant to paragraph (a) of Rule 430A of the Rules to be omitted from the form of Prospectus included in the Registration Statement at the time it is called declared effective by the "Registration Statement." Commission. The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares Notes (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules) or the preliminary prospectus forming part of the Registration Statement at the time it was declared effective together with the term sheet permitted under Rule 434(b) and filed with the Commission pursuant to Rule 424(b), as applicable. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the documents incorporated by reference thereto pursuant to Item 12 of Form S-3 under the Securities Act as of the date of the Registration Statement, preliminary prospectus or Prospectus as well as the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAX"). Any reference to any amendment or supplement to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the SharesNotes, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as Agreement and the Underwriter deems advisable. The Company hereby confirms that qualification of the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute Indenture under the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).Trust Indenture Act of 1939,

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement on Form SB-1 S-2 (No. 333-868306519), including a preliminary prospectus relating to the Shares, as amended, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof thereto as may have been required to the date of this agreementAgreement and will file such additional amendments thereto as may hereafter be required. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereofthereto) and of the related preliminary prospectuses. The term "preliminary prospectus" , as used herein means any preliminary prospectus (as described in Rule 430 of amended, have heretofore been delivered by the Rules) relating Company to the Shares included at any time as a part of the Registration Statementyou. The Registration Statement, as amended Statement described above at the time and on the date it becomes effective (the "Effective Date"), including all exhibits thereto and the documents incorporated by reference therein and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules as such Registration Statement may from time to time be amended or supplemented pursuant to the Rules is referred to herein as the Registration Statement. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called ) included at any time as part of the "Registration Statement." . The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that ) or the Underwriter proposes to make a public offering preliminary prospectus forming part of the SharesRegistration Statement at the time it was declared effective together with the term sheet permitted under Rule 434(b) and filed with the Commission pursuant to Rule 424(b), as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter)applicable.

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830333-[ ]), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any the preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The If the Company understands that the Underwriter proposes files a registration statement to make register a public offering portion of the SharesShares and relies on Rule 462(b) for such registration statement to become effective upon filing with the Commission (the "Rule 462(b) Registration Statement"), as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).then any

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementon Form S-3 (No. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The 333-41300), which Registration Statement, as amended at the time it became effective or at the time of the most recent post effective amendment thereto and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, documents incorporated or deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called incorporated by reference therein shall hereinafter be referred to as the "Registration Statement." ". The term "ProspectusRegistration Statement" means the prospectus as used in this Agreement shall also include any registration statement relating to the Shares in that is filed pursuant to Rule 462(b) under the form first used Securities Act. A prospectus supplement to confirm sales of the Shares (whether such Prospectus was prospectus included in the Registration Statement at (the time of effectiveness or was subsequently filed "Base Prospectus") is to be used in connection with the SEC offering and sale of the Shares. The Base Prospectus as supplemented by the prospectus supplement in the form first filed pursuant to Rule 424(b) of the Rules). Securities Act, following the execution of this Agreement, including all documents incorporated or deemed to be incorporated by reference therein, is hereinafter referred to as the "Prospectus." The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Underwriters deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus the Registration Statement and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company Partnership has prepared or will prepare in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), pursuant to the Securities Act and the rules and regulations adopted by the Commission thereunder (the "Rules"), a Registration Statement registration statement or statements on Form SB-1 (No. 333-86830)S-3, including a preliminary prospectus prospectus, relating to the SharesDebt Securities and the Equity Securities, and such registration statement has filed or will file with such registration statements have become effective. Such registration statement or statements referred to in the SEC first paragraph of the Registration Statement Underwriting Agreement, including financial statements, exhibits and Incorporated Documents (as hereinafter defined) and such amendments thereof ), as may have been required amended to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434Agreement, is called or are hereinafter referred to as the "Registration Statement.," The term "Prospectus" means and the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was or prospectuses included in the Registration Statement at or deemed, pursuant to Rule 429 under the time Securities Act, to relate to the Registration Statement, as proposed to be supplemented by a prospectus supplement (including any preliminary prospectus supplement) relating to any Purchased Securities to be filed pursuant to Rule 424 under the Securities Act, is or are hereinafter referred to as the "Prospectus." Any reference herein to the Registration Statement or Prospectus shall be deemed to include all documents incorporated, or deemed to be incorporated, therein by reference pursuant to the requirements of effectiveness Item 12 of Form S-3 under the Securities Act (the "Incorporated Documents"). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or was subsequently any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC Commission pursuant to Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system (XXXXX), which XXXXX copy is substantially identical to the other copies of such material, except to the Rules). extent permitted by Regulation S-T. The Company understands Partnership understands, and if this Agreement provides for sales by one or more Selling Unitholders, each Selling Unitholder understands, that the Underwriter proposes Underwriters propose to make a public offering of their respective portions of the SharesPurchased Securities, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter)relating thereto.

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-8683086575), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules, and as thereafter amended by post-effective amendments. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-8683028987), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) Commission such registration statement and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement registration statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statementregistration statement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The Registration Statementregistration statement, as amended at the time and on the date it becomes became effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement registration statement pursuant the Rules, including to Rule 424(b), Rule 430A and Rule 434434 of the Rules, is called the "Registration Statement." The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at or (A) if Rule 430(A) of the time of effectiveness or was subsequently Rules is relied on, the term "Prospectus" means the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules and (B) if Rule 434 of the Rules is relied on, then (i) the term "Prospectus" means the "prospectus subject to completion" (as such term is defined in Rule 434(g) of the Rules) together with the term sheet (the "Term Sheet") required under Rule 434(b) of the Rules and (ii) the date of such Prospectus shall be deemed to be the date of the Term Sheet. If the Company files a registration statement to register a portion of the Shares and relies on Rule 462(b) of the Rules for such registration statement to become effective upon filing with the Commission (the "Rule 462(b) Registration Statement"), then any reference to the "Registration Statement" herein shall be deemed to include both the registration statement referred to above (No. 333- 28987) and the Rule 462(b) Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The Company understands and each of the Selling Shareholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and each of the Selling Shareholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-8683063690), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be. The Company understands and the Selling Shareholder understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Underwriters deem advisable. The Company and the Selling Shareholder hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company Partnership has prepared or will prepare in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), pursuant to the Securities Act and the rules and regulations adopted by the Commission thereunder (the "Rules"), a Registration Statement registration statement or statements on Form SB-1 (No. 333-86830)S-3, including a preliminary prospectus prospectus, relating to the SharesDebt Securities and the Equity Securities, and such registration statement has filed or will file with such registration statements have become effective. Such registration statement or statements referred to in the SEC first paragraph of the Registration Statement Underwriting Agreement, including financial statements, exhibits and Incorporated Documents (as hereinafter defined) and such amendments thereof ), as may have been required amended to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434Agreement, is called or are hereinafter referred to as the "Registration Statement.," The term "Prospectus" means and the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was or prospectuses included in the Registration Statement at or deemed, pursuant to Rule 429 under the time Securities Act, to relate to the Registration Statement, as proposed to be supplemented by a prospectus supplement (including any preliminary prospectus supplement) relating to any Purchased Securities to be filed pursuant to Rule 424 under the Securities Act, is or are hereinafter referred to as the "Prospectus." Any reference herein to the Registration Statement or Prospectus shall be deemed to include all documents incorporated, or deemed to be incorporated, therein by reference pursuant to the requirements of effectiveness Item 12 of Form S-3 under the Securities Act (the "Incorporated Documents"). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or was subsequently any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC Commission pursuant to Rule 424(b) of its Electronic Data Gathering, Analysis and Retrieval system (EDGAR), which EDGAR copy is substantially identical to the Rules). other copiex xx such matexxxx, except to the extent permitted by Regulation S-T. The Company understands Partnership understands, and if this Agreement provides for sales by one or more Selling Unitholders, each Selling Unitholder understands, that the Underwriter proposes Underwriters propose to make a public offering of their respective portions of the SharesPurchased Securities, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter)relating thereto.

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683068476), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Shareholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Shareholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) on Form S-3 (No. 333-70371) for the registration of certain of the Company's securities including the Shares, and the offering thereof from time to time in accordance with Rule 415 of the Rules, and the Company has filed such post-effective amendments thereof thereto as may have been be required to the date of this agreementAgreement in order to effect the registration and the offering of the Shares. The Company Such Registration Statement (as so amended, if applicable) has delivered to been declared effective by the Underwriter copies Commission. Copies of such Registration Statement (including all amendments thereof) have heretofore been delivered by the Company to you. Promptly after execution and delivery of this Agreement, the related preliminary prospectusesCompany will prepare and file a prospectus supplement in accordance with paragraph (b) of Rule 424 ("Rule 424(b)") of the Rules. The information included in any such prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective or included in a prospectus supplement filed in respect of such registration statement pursuant to Rule 424(b) is referred to as "Rule 424(b) Information." The term "Preliminary Prospectus" means any prospectus or prospectus supplement that omitted the Rule 424(b) Information that was used after the Registration Statement became effective and prior to the date of this Agreement. The term "preliminary prospectusRegistration Statement" as used herein in this Agreement means any preliminary prospectus the initial registration statement (as described in Rule 430 of the Rules) relating including all exhibits, financial schedules and information and documents deemed to the Shares included at any time as be a part of the Registration Statement. The Registration StatementStatement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules (including the Rule 424(b) Information). If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the final prospectus and the final prospectus supplement relating to the Shares (including the information and documents deemed to be a part of the prospectus by incorporation by reference or otherwise) in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any Preliminary Prospectus (including any prospectus supplement constituting a part thereof) or the Prospectus (including any prospectus supplement constituting a part thereof), or other references of like import, shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any Preliminary Prospectus (including any preliminary prospectus supplement constituting a part thereof) or the Prospectus (including any prospectus supplement constituting a part thereof), as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "Act") which is incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company Trust has prepared or will prepare in conformity filed with the requirements of Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations thereunder adopted by the Commission under the Securities Act (the "Securities Act Rules") adopted by and the Securities and Exchange Commission Investment Company Act (the "SECInvestment Company Act Rules"), a Notification of Registration on Form N-8A (the "Notification") pursuant to Section 8 of the Investment Company Act and a Registration Statement registration statement on Form SB-1 N-2 (NoFile Nos. 333-8683064151 and 811-09013) relating to the Shares (the "registration statement"), including a preliminary prospectus relating to the Shares(including any preliminary statement of additional information), and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof to such registration statement as may have been required to the date of this agreementUnderwriting Agreement. The Company has delivered to the Underwriter copies of such Registration Statement preliminary prospectus (including all amendments thereofany preliminary statement of additional information) is to be used in connection with the offering and sale of the related preliminary prospectusesShares. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 including any preliminary statement of the Rulesadditional information) relating to the Shares included at any time as a part of the Registration Statementregistration statement and any preliminary prospectus (including any preliminary statement of additional information) omitted therefrom pursuant to the Securities Act Rules. The Registration StatementTrust has furnished the Representatives copies of such registration statement, as amended at each amendment to such registration statement filed by the time Trust with the Commission and on the date it becomes effective Preliminary Prospectus filed by the Trust with the Commission or used by the Trust. If the registration statement has not become effective, a further amendment (the "Effective DateFinal Amendment") to such registration statement, including the forms of final prospectus (including any final statement of additional information), including all exhibits and information, if any, deemed necessary to permit such registration statement to become effective will promptly be part of filed by the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed Trust with the SEC pursuant to Rule 424(bCommission. If such registration statement has become effective and any prospectus (including any statement of additional information) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).contained therein omits

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules, and as thereafter amended by post-effective amendments. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all documents, exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934 (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683077483), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits and financial schedules), as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to included in the Shares Registration Statement in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules)Shares. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830333- 15657), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any the preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and that is delivered to prospective investors. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). If the Company files a registration statement to register a portion of the Shares and relies on Rule 462(b) for such registration statement to become effective upon filing with the Commission (the "Rule 462(b) Registration Statement"), then any reference to the "Registration Statement" herein shall be deemed to include both the registration statement referred to above (No. 333- 15657) and the Rule 462(b) Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company ------------------------------------------------------ has prepared or will prepare in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), pursuant to the Securities Act of 1933, as amended, and the rules and regulations adopted by the Commission thereunder (respectively, the "Securities Act" and the "Rules"), a Registration Statement on Form SB-1 (No. 333-86830)registration statement, including a preliminary prospectus relating to the SharesSecurities, and such registration statement has filed or will file with become effective. Such registration statement as the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as same may have been required amended or supplemented from time to time prior to the date of this agreementany Terms Agreement is referred to herein as the "Registration Statement". The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any Any preliminary prospectus (as described in Rule 430 of the Rules) or preliminary prospectus supplement relating to the Shares Purchased Securities included at any time as a part of the Registration StatementStatement or filed pursuant to Rule 424 under the Securities Act is herein referred to as a "Preliminary Prospectus". The prospectus included in the Registration Statement, as amended at or supplemented for the time offering of the Purchased Securities is herein referred to as the "Prospectus". Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and on include the date it becomes effective documents incorporated by reference therein which were filed under the Securities Exchange Act of 1934 (the "Effective DateExchange Act")) on or before the date of any Term: Agreement; and any reference herein to the terms "amend", including all exhibits "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and informationinclude, if anywithout limitation, the filing of any document under the Exchange Act deemed to be part incorporated therein by reference after the date of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules)any Terms Agreement. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the SharesPurchased Securities, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents Underwriters have been authorized to distribute or cause to be distributed each preliminary prospectus any Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company (a) A registration statement (No. 333-70579) relating to the Shares, including a form of prospectus, has prepared or will prepare in conformity been filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended 1933 (the "Securities Act"), ) and the published rules and regulations thereunder is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "Rulesinitial registration statement") adopted by the Securities and Exchange Commission has been declared effective, either (A) an additional registration statement (the "SECadditional registration statement") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Securities Act and, if so filed, has become effective upon filing pursuant to such Rule and the Shares all have been duly registered under the Securities Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Shares will all have been duly registered under the Securities Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Securities Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as a part of which such registration statement, or the Registration Statement. The Registration Statementmost recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended at by such amendment or post-effective amendment, as the time case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and on delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date it and time as of which such registration statement is filed and becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules462(b). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter)."

Registration Statement and Prospectus; Public Offering. The Company has and the Trust have prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-2 (No. 333-8683053689), including a preliminary prospectus relating to the SharesCapital Securities, and has have filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Such Registration Statement has been declared effective by the Commission, and no further amendments thereto or supplements thereof have been filed by the Company has delivered to or the Underwriter copies Trust with the Commission. Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company and the Trust to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes became effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares Capital Securities (whether such Prospectus prospectus was included in the Registration Statement at the time of 3 3 effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). Reference made herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-2 under the Securities Act as of the date of such Preliminary Prospectus or Prospectus, as the case may be. The Company understands and the Trust understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, Capital Securities as set forth in and pursuant to the Prospectus, Prospectus as soon after the Effective Date and the date of this agreement Agreement as the Underwriter Representative deems advisable. The Company and the Trust hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes and the Trust furnish amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-8683025719), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement on Form SB-1 S-3 (No. 333-8683032614), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules, and as thereafter amended by post-effective amendments. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-86830333- ________), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have previously been delivered by the Company to you as the representatives of the Underwriters. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement and any preliminary prospectus filed by the Company with the consent of the Representative pursuant to Rule 424(a) of the Rules. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, and all documents incorporated or deemed to be incorporated by reference therein or deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b), Rule 430A 434 and Rule 434430A of the Rules or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules)) or if the Company relies on Rule 434 under the Securities Act, the "Term Sheet" relating to the Shares, together with the preliminary prospectus that such Term Sheet supplements. "Term Sheet" means any term sheet that satisfies the requirements of Rule 434 under the Securities Act. All references in this Agreement to financial statements and schedules and other information which is contained, included or stated in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplement to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representative deem advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).hereby

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 F-1 (No. 333-8683038804), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Shareholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Shareholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-8683000545), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any the preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules, including all information incorporated by reference therein. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including information incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares prospectus, including all information incorporated by reference therein in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). If the Company files a registration statement to register a portion of the Shares and relies on Rule 462(b) for such registration statement to become effective upon filing with the Commission (the "Rule 462(b) Registration Statement"), then any reference to the "Registration Statement" herein shall be deemed to include both the registration statement referred to above (No. 333-00545) and the Rule 462(b) Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683071031), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits ) and information, if any, deemed as thereafter amended by post effective amendments. If the Company has filed an abbreviated registration statement to be part of register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity filed with the requirements of Commission, pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") , a Registration Statement registration statement on Form SB-1 S-3 (Registration No. 333-86830101165), including a preliminary prospectus prospectus, relating to the SharesUnits, and such registration statement has filed or will file with the SEC the Registration Statement become effective. Such registration statement, including financial statements, exhibits and Incorporated Documents (as hereinafter defined) and such amendments thereof ), as may have been required amended to the date of this agreement. The Company has delivered Agreement, is hereinafter referred to as the Underwriter copies of such “Registration Statement (including all amendments thereof) Statement,” and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was or prospectuses included in the Registration Statement at or deemed, pursuant to Rule 429 under the time Securities Act, to relate to the Registration Statement, as proposed to be supplemented by a prospectus supplement (including any preliminary prospectus supplement) relating to all of effectiveness the Units to be filed pursuant to Rule 424 under the Securities Act, is or was subsequently are hereinafter referred to as the “Prospectus.” Any reference herein to the Registration Statement or Prospectus shall be deemed to include all documents incorporated, or deemed to be incorporated, therein by reference pursuant to the requirements of Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC Commission pursuant to Rule 424(b) of the Rulesits Electronic Data Gathering, Analysis and Retrieval system (XXXXX). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant which XXXXX copy is substantially identical to the Prospectusother copies of such material, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto except to the Underwriter).extent permitted by Regulation S-T.

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") a Registration Statement on Form SB-1 SB-2 (No. 333-86830333-______), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectuses have heretofore been delivered by the Company to the Underwriter. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), a Registration Statement registration statement on Form SB-1 S-2 (No. 33333-8683063509), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereofthereto) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectusRegistration Statement" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all information incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(a) and Rule 430A of the Rules. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules) included at any time as a part of the Registration Statement, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." all information incorporated by reference therein. The term "Prospectus" means the prospectus relating to the Shares prospectus, including all information incorporated by reference therein, in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830333- ), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including together with any registration statement for the same offering filed by the Company that is to be effective upon filing pursuant to Rule 424(b), Rule 430A and Rule 434462(b) of the Securities Act, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-8683011919), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereofthereto) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Securities Act for the purpose of registering additional Shares, which registration shall be effective upon filing with the Commission. The term "preliminary prospectusRegistration Statement" as used herein means any preliminary prospectus (as described in Rule 430 of the Rulesi) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(a) and Rule 430A of the Rules and (ii) any related registration statement filed with the Commission pursuant to Rule 462(b) of the Rules, including . The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 424(b), Rule 430A and Rule 434, is called 430 of the "Rules) included at any time as a part of the Registration Statement." . The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules) or the preliminary prospectus forming part of the Registration Statement at the time it was declared effective 5 together with the term sheet permitted under Rule 434(b) and filed with the Commission pursuant to Rule 424(b), as applicable. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (Registration No. 333-8683034120), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to the Representatives. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement thereof at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) 430A of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if If the Company furnishes amendments or supplements thereto to the Underwriter).has filed an abbreviated registration

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683070900), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-86830)50820) for the registration of up to $300,000,000 of its debt securities, common stock, including a preliminary prospectus relating to the Shares, debt warrants and has filed or will file common stock warrants under the Securities Act and the Rules, and the offering thereof from time to time in accordance with Rule 415 of the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementRules. The Company has delivered filed Amendment No. 1 to the Underwriter copies of such Form S-3 Registration Statement (including all amendments thereofNo. 333-50820) and Post-Effective Amendment No. 1 to the related preliminary prospectusesForm S-3 Registration Statement (No.333-50820). The term "preliminary prospectus" Company will file such other post-effective amendments thereto as used herein means may be required prior to any preliminary prospectus (as described in Rule 430 sale by the Company of the Rules) relating to the Shares included at any time as a part of the Registration StatementShares. The Registration StatementSuch registration statement, as amended at so amended, has been declared effective by the time Commission and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed is referred to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called herein as the "Registration Statement." The term "Prospectus" means the final prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at and all applicable amendments or supplements thereto (including any pricing supplements relating to the sale of the Shares from time to time), are collectively referred to herein as the "Prospectus." All references to the "Registration Statement" and the "Prospectus" shall also be deemed to include all exhibits, financial schedules and information deemed to be a part of effectiveness the Registration Statement through incorporation by reference or was subsequently otherwise, including, without limitation, all documents incorporated therein by reference pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to any delivery by the Company of any Purchase Notice; provided, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) under the Rules (the "Rule 462(b) Registration Statement"), then, after such filing, all references to the "Registration Statement" shall also be deemed to include the Rule 462(b) Registration Statement. A "preliminary prospectus" shall be deemed to refer to any prospectus used before the registration statement became effective and any prospectus furnished by the Company after the registration statement became effective and prior to any delivery by the Company of any Purchase Notice which omitted information to be included in a form of prospectus filed with the SEC Commission pursuant to Rule 424(b) under the Securities Act. For purposes of this Agreement, all references to the RulesRegistration Statement, Prospectus or preliminary prospectus, if any, or to any amendment thereof or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX"). The Company understands that the Underwriter proposes intends to make a public offering resell the Shares purchased under this Agreement in transactions at prices related to the prevailing market price of the SharesCommon Stock or in such other manner as may be provided for in the Prospectus and may engage in sales of Common Stock, as set forth including short sales, in and pursuant to the Prospectus, as soon after the Effective Date and the date advance of this agreement as the Underwriter deems advisableor during any Drawdown Term. The Company hereby confirms that the Underwriter and subagents dealers have been authorized to distribute distribute, or cause to be distributed each preliminary prospectus and are authorized to distribute distributed, the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).

Registration Statement and Prospectus; Public Offering. The Company ------------------------------------------------------ has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683076865), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits and financial schedules), as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to included in the Shares Registration Statement in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules)Shares. The Company understands and the Selling Shareholder understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Shareholder hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-8683084925), including a preliminary prospectus relating to the Shares, and has filed with, or will transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the SEC Commission a prospectus supplement (the Registration Statement (as hereinafter defined"Prospectus Supplement") specifically relating to the Shares and has filed with the Commission such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof), the related Preliminary Prospectus (as hereinafter defined) and the related preliminary prospectusesProspectus Supplement have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any prospectus supplement filed with the Commission pursuant to Rule 424 or Rule 430A under the Securities Act and any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended and supplemented at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to (including the Shares Prospectus Supplement) in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules. Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Securities Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Shares in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 4(b) hereof, including any documents incorporated by reference therein as of the date of such filing. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-8683012443), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) registration statement and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement registration statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statementregistration statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-86830333- _______), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) registration statement and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereofthereto) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Securities Act for the purpose of registering additional Shares, which registration shall be effective upon filing with the Commission. The term "preliminary prospectusRegistration Statement" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b424(a), Rule 430A and Rule 434, is called 462(b) of the Rules. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules) included at any time as a part of the Registration Statement." . The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules) or the preliminary prospectus forming part of the Registration Statement at the time it was declared effective together with the term sheet permitted under Rule 434(b) and filed with the Commission pursuant to Rule 424(b), as applicable. The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company (a) A registration statement (No.333-94013) relating to the Shares, including a form of prospectus, has prepared or will prepare in conformity been filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended 1933 (the "Securities Act"), ) and the published rules and regulations thereunder is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "Rulesinitial registration statement") adopted by the Securities and Exchange Commission has been declared effective, either (A) an additional registration statement (the "SECadditional registration statement") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Securities Act and, if so filed, has become effective upon filing pursuant to such Rule and the Shares all have been duly registered under the Securities Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Shares will all have been duly registered under the Securities Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Securities Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as a part of which such registration statement, or the Registration Statement. The Registration Statementmost recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended at by such amendment or post-effective amendment, as the time case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and on delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date it and time as of which such registration statement is filed and becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules462(b). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter)."

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830333-____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-8683033-[ ]), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any the preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules, including all information incorporated by reference therein. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including information incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares prospectus, including all information incorporated by reference therein in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and -------------- regulations thereunder (the "Rules") adopted by the Securities and Exchange ----- Commission (the "SECCommission") ), a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830333- ---------- 38651), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as ---------------------- described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all -------------- exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the ----------------------- ---------- form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-8683083021), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereofthereto) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein in this Agreement means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement, including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise, as amended at the time and on the date it becomes became effective (the "Effective Date"), including all exhibits ) and information, if any, deemed as thereafter amended by post-effective amendments. If the Company has filed an abbreviated registration statement to be part of register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rule is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus, and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterRepresentatives).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), pursuant to the Securities Act and the rules and regulations adopted by the Commission thereunder (the "Rules"), a Registration Statement registration statement or statements on Form SB-1 (No. 333-86830)S-3, including a preliminary prospectus prospectus, relating to the SharesDebt Securities and the Equity Securities, and such registration statement has filed or will file with such registration statements have become effective. Such registration statement or statements referred to in the SEC first paragraph of the Registration Statement Underwriting Agreement, including financial statements, exhibits and Incorporated Documents (as hereinafter defined) and such amendments thereof ), as may have been required amended to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434Agreement, is called or are hereinafter referred to as the "Registration Statement.," The term "Prospectus" means and the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was or prospectuses included in the Registration Statement at or deemed, pursuant to Rule 429 under the time Securities Act, to relate to the Registration Statement, as proposed to be supplemented by a prospectus supplement (including any preliminary prospectus supplement) relating to any Purchased Securities to be filed pursuant to Rule 424 under the Securities Act, is or are hereinafter referred to as the "Prospectus." Any reference herein to the Registration Statement or Prospectus shall be deemed to include all documents incorporated, or deemed to be incorporated, therein by reference pursuant to the requirements of effectiveness Item 12 of Form S-3 under the Securities Act (the "Incorporated Documents"). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or was subsequently any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC Commission pursuant to Rule 424(b) of its Electronic Data Gathering, Analysis and Retrieval system (EDGAR), which EDGAR copy is substantially identical to the Rules). other copiex xx such matexxxx, except to the extent permitted by Regulation S-T. The Company understands understands, and if this Agreement provides for sales by one or more Selling Stockholders, each Selling Stockholder understands, that the Underwriter proposes Underwriters propose to make a public offering of their respective portions of the SharesPurchased Securities, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter)relating thereto.

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683033920), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholder understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholder hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission"), pursuant to provisions of the Securities Act of 1933 (the "Act") and the published rules and regulations adopted by the Commission thereunder (the "Rules and Regulations"), a Registration Statement on Form SB-1 registration statement (No. 333-86830)52161) on Form S-3, including a preliminary prospectus relating to the Sharesregistration of 3,000,000 shares of the Company's Common Stock, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementwithout par value. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectusesSuch registration statement was declared effective on May 18, 1998. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in contemplated by Rule 430 of the Rules) relating to the Shares Rules and Regulations included at any time as a part of such registration statement. Copies of such registration statement and any amendments thereto and of each preliminary prospectus included as part of such registration statement have been delivered to the Registration StatementRepresentatives. The Registration StatementSuch registration statement, as it may be amended at the time and on to the date it becomes effective (the "Effective Date")of this Agreement, including financial statements and all exhibits exhibits, and informationthe prospectus, if any, deemed as supplemented by a final prospectus supplement relating to the Shares proposed to be part of the Registration Statement filed electronically pursuant the Rules, including to Rule 424(b), Rule 430A and Rule 434, is called 424 are hereinafter respectively referred to as the "Registration Statement" and the "Prospectus." The Any reference herein to the Registration Statement, any preliminary prospectus, preliminary prospectus supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 of the Act (the "Incorporated Documents") which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the Effective Date or the date of such preliminary prospectus or the Prospectus, as the case may be. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date, or the date of any preliminary prospectus or the Prospectus, as the case may be, and incorporated in such document by reference if such filing is made prior to the Closing Date. Any reference herein to the term "ProspectusEffective Date" means the prospectus relating shall be deemed to refer to the Shares in the form first used to confirm sales later of the Shares (whether such Prospectus was included in time and date the Registration Statement at was declared effective or the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) and date of the Rules)filing of the Company's most recent Annual Report on Form 10-K if such filing is made prior to the Closing Date. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Firm Shares, as set forth described in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement the Price Determination Agreement as the Underwriter deems Underwriters deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus, if any, and preliminary prospectus supplement and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes and any amendments or supplements thereto to the Underwriter)it.

Registration Statement and Prospectus; Public Offering. The Company has and the Trust have prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC'Commission") a Registration Statement registration statement on Form SB-1 S-3 (NoNos. 333-86830__________________), including a preliminary prospectus relating to the SharesCapital Securities, and has have filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Such Registration Statement has been declared effective by the Commission, and no further amendments thereto or supplements thereof have been filed by the Company has delivered to or the Underwriter copies Trust with the Commission. Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company and the Trust to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes became effective (the "'Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares Capital Securities (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). Reference made herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or Prospectus, as the case may be. The Company understands and the Trust understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, Capital Securities as set forth in and pursuant to the Prospectus, Prospectus as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Trust hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes and the Trust furnish amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830333-_______), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) Commission such registration statement and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement registration statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statementregistration statement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The Registration Statementregistration statement, as amended at the time and on the date it becomes became effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement registration statement pursuant the Rules, including to Rule 424(b), Rule 430A and Rule 434434 of the Rules, is called the "Registration Statement." The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at or (A) if Rule 430(A) of the time of effectiveness or was subsequently Rules is relied on, the term "Prospectus" means the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules and (B) if Rule 434 of the Rules is relied on, then (i) the term "Prospectus" means the "prospectus subject to completion" (as such term is defined in Rule 434(g) of the Rules) together with the term sheet (the "Term Sheet") required under Rule 434(b) of the Rules and (ii) the date of such Prospectus shall be deemed to be the date of the Term Sheet. If the Company files a registration statement to register a portion of the Shares and relies on Rule 462(b) of the Rules for such registration statement to become effective upon filing with the Commission (the "Rule 462(b) Registration Statement"), then any reference to the "Registration Statement" herein shall be deemed to include both the registration statement referred to above (No. 333-______) and the Rule 462(b) Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The Company understands and the Selling Stockholder understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholder hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683090869), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed or will file an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement"), then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholder understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholder hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-8683023001), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter number of executed copies requested by you of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to ), including the Shares documents incorporated by reference therein, included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes became effective (the "Effective Date"), including all documents incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b), Rule 430A 430A, Rule 434 and Rule 434462(b) of the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to prospectus, including the Shares documents incorporated by reference therein, in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the SharesShares in the United States, as set forth in and pursuant to the ProspectusProspectus and an offer of the Shares on a private placement basis in Canada in the provinces of British Columbia, Ontario and Quebec, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Canadian private placement shall be pursuant to an offering memorandum (the "Offering Memorandum") comprised of the Prospectus and a Canadian wrapper. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and Offering Memorandum and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company (a) A registration statement (No. 333-_____) relating to the Shares, including a form of prospectus, has prepared or will prepare in conformity been filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended 1933 (the "Securities Act"), ) and the published rules and regulations thereunder is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "Rulesinitial registration statement") adopted by the Securities and Exchange Commission has been declared effective, (A) an additional registration statement (the "SECadditional registration statement") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Securities Act and, if so filed, has become effective upon filing pursuant to such Rule and the Shares all have been duly registered under the Securities Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be proposed to be filed with the Commission pursuant to Rule 462(b) in which case it will become effective upon filing pursuant to such Rule and upon such filing the Shares will all have been duly registered under the Securities Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Securities Act or, in the case of an additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to each of the initial registration statement and, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as a part of which such registration statement, or the Registration Statement. The Registration Statementmost recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended at by such amendment or post-effective amendment, as the time case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and on delivery of this Agreement but the date Company has advised the Representatives that it becomes effective (the proposes to file one, "Effective DateTime"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") ), a Registration Statement (as hereinafter defined) on Form SB-1 F-3 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement"), then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-8683039015), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and ), of the related preliminary prospectusesprospectus and of all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including together with any registration statement filed by the Company pursuant to Rule 424(b), Rule 430A and Rule 434462(b) of the Securities Act, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that Any reference in this Agreement to the Underwriter proposes Registration Statement or the Prospectus shall be deemed to make a public offering refer to and include the documents incorporated by reference therein (and the exhibits to such incorporated documents) pursuant to Item 12 of Form S-3 under the SharesSecurities Act, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and of the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).the

Registration Statement and Prospectus; Public Offering. The Company Partnership has prepared or will prepare in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") “Commission”), pursuant to the Securities Act and the rules and regulations adopted by the Commission thereunder (the “Rules”), a registration statement on Form S-3 (Registration Statement on Form SB-1 (No. 333-86830122424), including a preliminary prospectus prospectus, relating to the SharesEquity Securities, which Registration Statement acts, pursuant to Rule 429 of the Securities Act, as a post-effective amendment to a previously filed registration statement on Form S-3 (Registration Statement No. 333-102961), and such registration statement has filed or will file with become effective. Such registration statement referred to in the SEC first paragraph of the Registration Statement Underwriting Agreement, including financial statements, exhibits and Incorporated Documents (as hereinafter defined) and such amendments thereof ), as may have been required amended to the date of this agreement. The Company has delivered Agreement, is hereinafter referred to as the Underwriter copies of such “Registration Statement (including all amendments thereof) Statement,” and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was or prospectuses included in the Registration Statement at or deemed, pursuant to Rule 429 under the time Securities Act, to relate to the Registration Statement, as proposed to be supplemented by a prospectus supplement (including any preliminary prospectus supplement) relating to any Purchased Securities to be filed pursuant to Rule 424 under the Securities Act, is or are hereinafter referred to as the “Prospectus.” Any reference herein to the Registration Statement or Prospectus shall be deemed to include all documents incorporated, or deemed to be incorporated, therein by reference pursuant to the requirements of effectiveness Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or was subsequently any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC Commission pursuant to Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system (XXXXX), which XXXXX copy is substantially identical to the other copies of such material, except to the Rules). extent permitted by Regulation S-T. The Company Partnership understands that the Underwriter proposes Underwriters propose to make a public offering of the SharesPurchased Securities, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter)relating thereto.

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-8683036389), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) registration statement and such amendments thereof thereto as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereofthereto) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Securities Act for the purpose of registering additional Shares, which registration shall be effective upon filing with the Commission. The term "preliminary prospectusRegistration Statement" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b424(a), Rule 430A and Rule 434, is called 462(b) of the Rules. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules) included at any time as a part of the Registration Statement." . The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules) or the preliminary prospectus forming part of the Registration Statement at the time it was declared effective together with the term sheet permitted under Rule 434(b) and filed with the Commission pursuant to Rule 424(b), as applicable. The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-86830333-_______), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has and the Trust have prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC'Commission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-8683068453), including a preliminary prospectus relating to the SharesCapital Securities, and has have filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Such Registration Statement has been declared effective by the Commission, and no further amendments thereto or supplements thereof have been filed by the Company has delivered to or the Underwriter copies Trust with the Commission. Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company and the Trust to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes became effective (the "'Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares Capital Securities (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). Reference made herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or Prospectus, as the case may be. The Company understands and the Trust understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, Capital Securities as set forth in and pursuant to the Prospectus, Prospectus as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Trust hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes and the Trust furnish amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-86830_____________), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-8683048192), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-1 (No. 333-8683043209), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating contained in the Registration Statement on the Effective Date or the prospectus filed by the Company with the Commission pursuant to Rule 424(b) of the Shares Rules in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules)Shares. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each the preliminary prospectus prospectus, which has been printed and released to the Underwriters pursuant to the instructions of the Company and its legal counsel, and the Underwriters and dealers are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company (a) A registration statement (No. 333-87909) relating to the Shares, including a form of prospectus, has prepared or will prepare in conformity been filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended 1933 (the "Securities Act"), ) and the published rules and regulations thereunder is not proposed to be amended or (B) is proposed to be amended by post-effective amendment. If such registration statement (the "Rulesinitial registration statement") adopted by the Securities and Exchange Commission has been declared effective, (A) an additional registration statement (the "SECadditional registration statement") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Securities Act and, if so filed, has become effective upon filing pursuant to such Rule and the Shares all have been duly registered under the Securities Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be proposed to be filed with the Commission pursuant to Rule 462(b) in which case it will become effective upon filing pursuant to such Rule and upon such filing the Shares will all have been duly registered under the Securities Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Securities Act or, in the case of an additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to each of the initial registration statement and, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as a part of which such registration statement, or the Registration Statement. The Registration Statementmost recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended at the time and on the date it becomes by such amendment or post-effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Sharesamendment, as set forth in and pursuant to the Prospectuscase may be, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).is

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and the published rules and regulations thereunder (the "RulesRULES") adopted by the Securities and Exchange Commission (the "SECCOMMISSION") a Registration Statement registration statement on Form SB-1 SB-2 (No. 333-8683041129), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectusPRELIMINARY PROSPECTUS" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective DateEFFECTIVE DATE"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration StatementREGISTRATION STATEMENT." The term "ProspectusPROSPECTUS" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter Representative deems advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 F-1 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Shareholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Shareholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-8683081484), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 SB-2 (No. 333-86830333-________), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, Statement as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).time

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-1 (No. 333-86830333-_____), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-8683047050), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares ), including any documents incorporated by reference therein, included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules), in each case, including any documents incorporated by reference therein. The Company understands that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company hereby confirms that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement registration statement on Form SB-1 S-3 (No. 333-8683020941), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter number of executed copies requested by you of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesprospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to ), including the Shares documents incorporated by reference therein, included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes became effective (the "Effective Date"), including all documents incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including to Rule 424(b), Rule 430A 430A, Rule 434 and Rule 434462(b) of the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to prospectus, including the Shares documents incorporated by reference therein, in the form first used to confirm sales of the Shares (whether such Prospectus prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Securityholder understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Securityholder hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared or will prepare and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SECCommission") a Registration Statement (as hereinafter defined) on Form SB-1 S-3 (No. 333-86830333-________), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreementAgreement. The Company has delivered to the Underwriter copies Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectusesPreliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "preliminary prospectusPreliminary Prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration StatementStatement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the "Effective Date"), ) including all exhibits and information, the information (if any, ) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "shall also be deemed to include such 462(b) Registration Statement." . The term "Prospectus" as used in this Agreement means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Stockholders understand that the Underwriter proposes Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement Agreement as the Underwriter deems Representatives deem advisable. The Company and the Selling Stockholders hereby confirms confirm that the Underwriter Underwriters and subagents dealers have been authorized to distribute or cause to be distributed each preliminary prospectus Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the UnderwriterUnderwriters).