Common use of Term; Exclusivity Clause in Contracts

Term; Exclusivity. The term of the Agreement shall extend from the date hereof until the earlier of September 8, 2001 or Early Termination, and that during the term of this Agreement: (1) the Company will not, and will not permit its representatives to, other than in coordination with the Lead Placement Agent, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. Futhermore, the Company agrees that during the term of the Agreement all inquiries, whether direct or indirect, from prospective Investors will be referred to the Lead Placement Agent and will be deemed to have been contacted by the Lead Placement Agent in connection with the Transaction. The Company may reject any potential Investor if in its discretion, the Company believes that the inclusion of such Investor in the Company would be incompatible with the best interests of the Company. The Company shall not be obligated to sell the Securities or to accept any offer thereof, and the terms of such Securities and the final decision to issue the same shall be subject to the discretionary approval of the Company. Any party may terminate its engagement at any time by giving the other parties at least thirty (30) days prior written notice of such termination, at which time the Company shall reimburse the Agents for all reasonable expenses incurred, in accordance with Paragraph 9 hereof. The Company agrees to pay the Agents any fees specified in Paragraph 8 if the events specified therein shall occur during the term of this Agreement or within twelve months after the termination or expiration of this Agreement. Any obligation pursuant to this Paragraph 4 shall survive the termination or expiration of this Agreement. No offers or sales of any securities of the same or similar class as the Securities will be made by the Company or any affiliate during the six-month period after the completion of the offering of the Securities in each case except in compliance with the registration requirements of the Securities Act of 1933, as amended, or an exemption therefrom (the "Securities Act").

Term; Exclusivity. The term This engagement will commence on the date hereof and terminate on the earlier to occur of the Agreement shall extend (i) 12 months from the date hereof until the earlier of September 8, 2001 or Early Termination, and that during the term of this Agreementletter, (ii) the consummation of the Transaction, or (iii) the date on which a party receives written notice from the other party of termination of this engagement. Upon the termination of this letter agreement, the Company shall pay to ▇▇▇▇▇▇▇▇▇▇▇ all fees earned and reimburse ▇▇▇▇▇▇▇▇▇▇▇ for all reasonable expenses incurred, in accordance with Paragraphs 8 and 9 hereof, respectively. It is understood that, notwithstanding the termination of this agreement, sections 5, 9, 10, 11, 12, 13, 16 and 17 shall survive the termination hereof. During ▇▇▇▇▇▇▇▇▇▇▇'▇ engagement hereunder: (1i) the Company will not, and will not permit its representatives to, other than in coordination with the Lead Placement Agent▇▇▇▇▇▇▇▇▇▇▇, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. FuthermoreFurthermore, the Company agrees that during the term of the Agreement ▇▇▇▇▇▇▇▇▇▇▇'▇ engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors will be referred to the Lead Placement Agent ▇▇▇▇▇▇▇▇▇▇▇ and will be deemed to have been contacted by the Lead Placement Agent ▇▇▇▇▇▇▇▇▇▇▇ in connection with the Transaction. The Company may reject any potential Investor if if, in its discretion, the Company believes that the inclusion of such Investor in the Company would be incompatible with the best interests of the Company. The Company shall not be obligated to sell the Securities or to accept any offer thereof, and the terms of such Securities and the final decision to issue the same shall be subject to the discretionary approval of the Company. Any party may terminate its engagement at any time by giving the other parties at least thirty (30) days prior written notice of such termination, at which time the Company shall reimburse the Agents for all reasonable expenses incurred, in accordance with Paragraph 9 hereof. The Company agrees to pay the Agents any fees specified in Paragraph 8 if the events specified therein shall occur during the term of this Agreement or within twelve months after the termination or expiration of this Agreement. Any obligation pursuant to this Paragraph 4 shall survive the termination or expiration of this Agreement. No offers or sales of any securities of the same or similar class as the Securities will be made by the Company or any affiliate during the six-month period after the completion of the offering of the Securities in each case except in compliance with the registration requirements of the Securities Act of 1933, as amended, or an exemption therefrom amended (the "Securities Act"), or an exemption therefrom.

Term; Exclusivity. The term of CIBC World Markets' engagement hereunder as the Agreement Company's exclusive agent shall extend from the date hereof until the earlier of September 8March 31, 2001 or Early Termination, and that during the term of this AgreementCIBC World Markets' engagement hereunder: (1i) the Company will not, and will not permit its representatives to, other than in coordination with the Lead Placement AgentCIBC World Markets, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. FuthermoreFurthermore, the Company agrees that during the term of the Agreement CIBC World Markets' engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors investors will be referred to the Lead Placement Agent CIBC World Markets and will be deemed to have been contacted by the Lead Placement Agent CIBC World Markets in connection with the Transaction. The Company may reject any potential Investor if in its discretion, the Company believes that the inclusion of such Investor in the Company would be incompatible with the best interests of the Company. The Company shall not be obligated to sell the Securities Shares or to accept any offer thereof, and the terms of such Securities Shares and the final decision to issue the same shall be subject to the discretionary approval of the Company. Any Either party may terminate its engagement this Agreement at any time by giving the other parties party at least thirty (30) days prior written notice of such termination, at which time the Company shall pay to CIBC World Markets all fees earned and reimburse the Agents CIBC World Markets for all reasonable expenses incurred, in accordance with Paragraph Paragraphs 8 and 9 hereof, respectively. The Company agrees to pay the Agents CIBC World Markets any fees specified in Paragraph 8 if the events specified therein shall occur during the term of this Agreement or within twelve months one year after the termination or expiration of this Agreement. Any obligation pursuant to this Paragraph 4 shall survive the termination or expiration of this Agreement. No offers or sales of any securities of the same or similar class as the Securities Shares will be made by the Company or any affiliate during the six-month period after the completion of the offering of the Securities in each case except in compliance with the registration requirements of the Securities Act of 1933, as amended, or an exemption therefrom (therefrom. The Company and CIBC World Markets have not made and shall not make any general solicitation in connection with the "Securities Act")offer and sale of the Shares. CIBC World Markets will offer the shares only to Qualified Institutional Buyers.