Common use of Covenants and Agreements of the Company Clause in Contracts

Covenants and Agreements of the Company. The Company covenants and agrees with each of the Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall will use its reasonable best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable effective, if it has not already become effective, and will not at any timeadvise you promptly and, whether before or after the effective date of the Registration Statementif requested by you, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if Statement has become effective and the provisions time and date of Rule 430A promulgated under the Act will be relied upon, when any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus has been filed in accordance with said Rule 430A and when the time and date that any post-effective amendment to the Registration Statement becomes effective; , (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; such purposes and (v) within the period of time referred to in Section 5(i) hereof, of any request by change in the Commission for Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of any amendment event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any amendment material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement to the Prospectus (as then amended or for additional informationsupplemented) to comply with the Act or any other law. If at any time the Commission or shall issue any state securities commission shall enter a stop order or suspend such qualification at any timesuspending the effectiveness of the Registration Statement, the Company will make every commercially reasonable effort to obtain promptly the withdrawal or lifting of such orderorder at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) under the Act before the close of business on the first business day immediately following the date hereof. (b) The Company will furnish to you, without charge, two copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company shall will promptly file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant any amendment or supplement to Rule 424(b)(1) (orthe Registration Statement or the Prospectus that may, if applicable and if consented to in the judgment of the Company or the Representative be required by the Representative, pursuant to Rule 424(b)(4)) not later than Act or requested by the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice furnish a copy of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Registration Statement or to the Prospectus (including or any revised prospectus which the Company proposes Issuer Free Writing Prospectus to you and counsel for use by the Underwriters in connection and obtain your consent prior to filing any of those with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall objectCommission. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior will not make any offer relating to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees Common Stock that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualificationwould constitute an Issuer Free Writing Prospectus without your prior written consent. (f) During the time when a prospectus is required to be delivered under the Act, the The Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities will retain in accordance with the provisions hereof Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and the Prospectus, or any amendments or supplements thereto. If if at any time when a prospectus relating to after the Securities is required to be delivered under the Act, date hereof any event events shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the which any Issuer Free Writing Prospectus, as then amended or supplemented, includes would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance; (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(i) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) During the Prospectus Delivery Period, the Company will file all documents required to be stated filed with the Commission pursuant to Sections 13, 14 and 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act. (i) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(a)(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly and forthwith prepare and and, subject to Section 5(a) hereof, file with the Commission and use its reasonable best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (j) The Company will cooperate with you and counsel for the Underwriters in connection with the registration or supplement in accordance with Section 10 qualification of the ActShares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, each such amendment other than those arising out of the offering or supplement to be satisfactory to Underwriters' Counselsale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. If required, the Company will furnish use its reasonable best efforts to qualify or register its Common Stock for sale in non-issuer transactions under (or obtain exemptions from the Underwriters copies application of) the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such amendment or supplement Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for so long as soon as available and required for the distribution of the Shares, but in such quantities as no event beyond one year after the Underwriters may requestdate hereof. (gk) As soon as practicableThe Company will make generally available to its security holders a consolidated earnings statement (in form complying with the provisions of Rule 158), but in any event which need not later than forty-five (45) days after the end of the 12be audited, covering a twelve-month period beginning on the day commencing after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in and the event that Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such fiscal quarter is the end of the Company's fiscal year)period, the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an which consolidated earnings statement which will be in the detail required by, and will otherwise comply with, shall satisfy the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (hl) During If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except pursuant to a period termination under Section 11 or 12 hereof) or if this Agreement shall be terminated by the Underwriters because of five any inability, failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and the other Underwriters for all out-of-pocket expenses (5including travel expenses and reasonable and documented fees of counsel for the Underwriters, excluding wages and salaries paid by you) years after reasonably incurred by you in connection herewith, subject to a maximum amount of $50,000; provided, however, that, other than reasonable and documented fees of counsel of the date hereofUnderwriters, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports not reimburse you for any individual fee or expense in excess of earnings, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to $10,000 without having received the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated’s prior written consent. (im) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the jurisdiction caption “Use of incorporation of Proceeds” in the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockProspectus. (jn) The Company will furnish to the Representative or For a period commencing on the Representative's order, without charge, at such place as date hereof and ending on the Representative may designate, copies 90th day after the date of each Preliminary Prospectus, the Registration Statement and any preProspectus (the “Lock-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibitsUp Period”), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will notnot to, directly or indirectly, issue, (1) offer to sellfor sale, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of (or enter into any transaction or device that is designed to, or could be reasonably expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into, exercisable into or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distributeStock, or otherwise dispose of, directly sell or indirectly, any shares of Common Stock or any grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock. On , (2) enter into any swap or before other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than the filing of a registration statement pursuant to Form S-8 in connection with the Company’s equity incentive plans) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause each officer, director and stockholder of the Company set forth on Schedule IV hereto to furnish to the Representative, prior to the Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). The restrictions contained in the preceding sentence shall not apply to (A) the Shares to be sold hereunder, (B) the sale and issuance of Company securities pursuant to an existing contractual relationship of the Company shall deliver instructions in effect as of the date of this Agreement, (C) the issuance of shares of Common Stock, restricted stock units, stock appreciation rights, options to purchase Common Stock or performance units pursuant to employee benefit plans, qualified stock option plans, the Transfer Agent authorizing it to place appropriate legends Company’s equity incentive plans or other employee compensation plans in effect on the certificates representing date of this Agreement or pursuant to currently outstanding restricted stock units, stock appreciation rights, options, warrants or rights, (D) the sale and issuance of Company securities subject on a pro rata basis to the Lock-up Agreements and to place appropriate stop transfer orders on all holders of a class or series of outstanding securities of the Company's ledgers, (E) the sale or issuance of securities in connection with an acquisition, a merger, a consolidation or sale or purchase of assets or in connection with a strategic alliance, investment, loan agreement, partnership, licensing or other joint venture or strategic transaction and (F) the conversion or exchange of options, warrants or other securities of the Company convertible into or exchangeable for Common Stock of the Company outstanding as of the date of this Agreement. (lo) Neither Prior to the CompanyClosing Date or the Additional Closing Date, as the case may be, at the reasonable request of the Underwriters, the SubsidiaryCompany will furnish to you, nor as promptly as possible, copies of any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning unaudited interim consolidated financial statements of the Rules Company and Regulationsits subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (p) The Company will takecomply with all provisions of any undertakings contained in the Registration Statement. (q) The Company will not at any time, directly or indirectly, take any action designed todesigned, or which might in the future reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any securities the shares of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period facilitate the sale or resale of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation any of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the CompanyShares. (r) As soon as practicable, (i) but in no event more than five (5) business days before The Company will timely file with NASDAQ all documents and notices required by the effective date NASDAQ of companies that have or will issue securities that are traded on the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) yearsNASDAQ. (s) The Company hereby agrees that it will notshall engage and maintain, for at its expense, a period of twelve (12) months from transfer agent and, if necessary under the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any jurisdiction of its executive officers incorporation or directors or to the rules of any holder of 5% or more of national securities exchange on which the Common Stock is listed, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall will use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable effective, if it has not already become effective, and will not at any timeadvise you promptly and, whether before or after the effective date of the Registration Statementif requested by you, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if Statement has become effective and the provisions time and date of Rule 430A promulgated under the Act will be relied upon, when any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus has been filed in accordance with said Rule 430A and when the time and date that any post-effective amendment to the Registration Statement becomes effective; , (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; such purposes and (v) within the period of time referred to in Section 5(i) hereof, of any request by change in the Commission for Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of any amendment event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any amendment material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement to the Prospectus (as then amended or for additional informationsupplemented) to comply with the Act or any other law. If at any time the Commission or shall issue any state securities commission shall enter a stop order or suspend such qualification at any timesuspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain promptly the withdrawal or lifting of such orderorder at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) under the Act before the close of business on the first business day immediately following the date hereof. (b) The Company will furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company shall will promptly file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant any amendment or supplement to Rule 424(b)(1) (orthe Registration Statement or the Prospectus that may, if applicable and if consented to in the judgment of the Company or the Representative be required by the Representative, pursuant to Rule 424(b)(4)) not later than Act or requested by the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice furnish a copy of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Registration Statement or to the Prospectus (including or any revised prospectus which the Company proposes Issuer Free Writing Prospectus to you and counsel for use by the Underwriters in connection and obtain your consent prior to filing any of those with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall objectCommission. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior will not make any offer relating to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees Common Stock that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualificationwould constitute an Issuer Free Writing Prospectus without your prior consent. (f) During the time when a prospectus is required to be delivered under the Act, the The Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities will retain in accordance with the provisions hereof Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and the Prospectus, or any amendments or supplements thereto. If if at any time when a prospectus relating to after the Securities is required to be delivered under the Act, date hereof any event events shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the which any Issuer Free Writing Prospectus, as then amended or supplemented, includes would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance; (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(i) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) During the Prospectus Delivery Period (as defined below), the Company will file all documents required to be stated filed with the Commission pursuant to Sections 13, 14 and 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act. (i) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(a)(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly and forthwith prepare and and, subject to Section 5(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counselthereto, and the Company will furnish to the Underwriters each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may requestthereof. (gj) As soon The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as practicable, but you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event not later than fortythat the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. The Company will use its best efforts to qualify or register its Common Stock for sale in non-five issuer transactions under (45or obtain exemptions from the application of) days the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for a period of three years after the end date hereof. (k) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the provisions of the 12Rule 158), which need not be audited, covering a twelve-month period beginning on the day commencing after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in and the event that Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such fiscal quarter is the end of the Company's fiscal year)period, the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an which consolidated earnings statement which will be in the detail required by, and will otherwise comply with, shall satisfy the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (hl) During a the period of five (5) ending three years after from the date hereof, the Company will promptly furnish to its stockholdersyou and, as soon as practicableupon your request, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports to each of earningsthe other Underwriters if not otherwise available on E▇▇▇▇, and will deliver to the Representative: (i) concurrently with furnishing such a copy of each proxy statement, quarterly reports to its stockholders, statements of income or annual report or other report of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to shareholders or filed with the Commission, the NASD Financial Industry Regulatory Authority, Inc. (“FINRA”) or the Nasdaq Stock Market (“NASDAQ”) or any national securities exchange; exchange and (vii) every press release and every material news item or article of interest from time to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional time such other information of a public nature concerning the Company as you may reasonably request. (and m) If this Agreement shall terminate or shall be terminated after execution pursuant to any future subsidiaryprovision hereof (except pursuant to a termination under Section 12 hereof) or its businesses which if this Agreement shall be terminated by the Representative may request. During such seven-year periodUnderwriters because of any inability, if failure or refusal on the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and its subsidiary(iesthe other Underwriters for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by you) are consolidated, and will be accompanied reasonably incurred by similar financial statements for any significant subsidiary which is not so consolidatedyou in connection herewith. (in) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the jurisdiction caption “Use of incorporation of Proceeds” in the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockProspectus. (jo) The Company will furnish to the Representative or For a period commencing on the Representative's order, without charge, at such place as date hereof and ending on the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared 90th day after the effective date of the Registration StatementProspectus (the “Lock-Up Period”), in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will notnot to, directly or indirectly, issue, (1) offer to sellfor sale, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into, exercisable into or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either other than the Common Stock issued pursuant to Rule 144 of the Rules and Regulations employee benefit plans, qualified stock option plans or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing other employee compensation plans existing on the effective date of the Registration Statementhereof or pursuant to currently outstanding options, the Company shall not, without the prior written consent of the Representative, sell, contract warrants or offer to sell, issue, transfer, assign, pledge, distributerights), or otherwise dispose of, directly sell or indirectly, any shares of Common Stock or any grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock. On , whether any such transaction described in clause (1) or before (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause each officer, director and shareholder of the Company set forth on Schedule III hereto to furnish to the Representative, prior to the Closing Date, a letter or letters, substantially in the Company shall deliver instructions to form of Exhibit A hereto (the Transfer Agent authorizing it to place appropriate legends on “Lock-Up Agreements”); notwithstanding the certificates representing foregoing, if (1) during the securities subject to last 17 days of the Lock-up Agreements and Up Period, the Company issues an earnings release or announces material news or a material event relating to place appropriate stop transfer orders the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the Company's ledgerslast day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing. (lp) Neither Prior to the CompanyClosing Date or the Additional Closing Date, as the case may be, the SubsidiaryCompany will furnish to you, nor if not otherwise available on E▇▇▇▇, as promptly as possible, copies of any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning unaudited interim consolidated financial statements of the Rules Company and Regulationsits subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (q) The Company will takecomply with all provisions of any undertakings contained in the Registration Statement. (r) The Company will not at any time, directly or indirectly, take any action designed todesigned, or which might in the future reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any securities the shares of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period facilitate the sale or resale of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation any of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) yearsShares. (s) The Company hereby agrees will timely file with NASDAQ all documents and notices required by the NASDAQ of companies that it have or will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price securities that is less than the greater of the public offering price of the Shares set forth herein and the fair market value are traded on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangementsNASDAQ. (t) Until the completion of the distribution of the Securities, the The Company shall notengage and maintain, without at its expense, a transfer agent and, if necessary under the prior written consent jurisdiction of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities incorporation or the offering contemplated herebyrules of any national securities exchange on which the Common Stock is listed, other than trade releases issued in a registrar (which, if permitted by applicable laws and rules may be the ordinary course of same entity as the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate formtransfer agent) for the registration under the Act of the Representative's SecuritiesCommon Stock. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and you promptly and, if requested by you, will confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions time and date of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any filing of any post-effective amendment to the Registration Statement becomes effective; or any amendment or supplement to any Preliminary Prospectus or the Prospectus, (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b), (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and such purposes, (v) of when any request by supplement to the Commission for Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed, and (vi) within the period of time referred to in Section 5(h) hereof, of any change in the Company’s condition (financial or other), business, properties, net worth or results of operations, or of any event that comes to the attention of the Company, in each case that makes any statement made in the Registration Statement Statement, the Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus (as then amended or supplemented) untrue in any amendment material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement to the Prospectus (as then amended or for additional informationsupplemented) to comply with the Act. If at any time the Commission or shall issue any state securities commission shall enter a stop order or suspend such qualification at any timesuspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain promptly the withdrawal or lifting of such orderorder at the earliest possible time. The Company will file with the Commission the Prospectus in accordance with Rule 424(b) before the close of business on the second business day immediately following the date hereof and will provide the Underwriters, without charge, copies of the form of such Prospectus, in such number as the Underwriters may reasonably request. (b) The Company will furnish to you, without charge, four signed duplicate copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company shall will promptly file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant any amendment or supplement to Rule 424(b)(1) (orthe Registration Statement or the Prospectus that may, if applicable and if consented to in the judgment of the Company or the Representatives, be required by the Representative, pursuant to Rule 424(b)(4)) not later than Act or requested by the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice furnish a copy of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Registration Statement or to the Prospectus (including or any revised prospectus which the Company proposes Issuer Free Writing Prospectus to you and counsel for use by the Underwriters in connection and obtain your consent prior to filing any of those with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall objectCommission. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior will not make any offer relating to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees Shares that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualificationwould constitute an Issuer Free Writing Prospectus without your prior consent. (f) During the time when a prospectus is required to be delivered under the Act, the The Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities will retain in accordance with the provisions hereof Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and the Prospectus, or any amendments or supplements thereto. If if at any time when a prospectus relating to after the Securities is required to be delivered under the Act, date hereof any event events shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the which any Issuer Free Writing Prospectus, as then amended or supplemented, includes would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer, and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be stated set forth in the Prospectus (as then amended or supplemented) or should be set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly and forthwith prepare and and, subject to Section 5(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counselthereto, and the Company will furnish to the Underwriters each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may requestthereof. (gi) As soon The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as practicable, but you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any event jurisdiction where it is not later now so qualified or to take any action that would subject it to general service of process in suits, other than forty-five (45) days after the end those arising out of the 12-month period beginning on the day after the end offering or sale of the fiscal quarter of Shares, as contemplated by this Agreement and the Company during which the effective date of the Registration Statement occurs (ninety (90) days Prospectus, in any jurisdiction where it is not now so subject. In the event that the end of such fiscal quarter is the end qualification of the Company's fiscal year)Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. (j) The Company will make generally available to its security holders, in holders a consolidated earnings statement covering a twelve-month period commencing with the manner specified first fiscal quarter after the “effective date” (as defined in Rule 158(b158 promulgated under the Act) of the Rules Registration Statement and Regulationsending not later than 15 months thereafter, and to as soon as practicable after the Representativeend of such period, an which consolidated earnings statement which will be in the detail required by, and will otherwise comply with, shall satisfy the provisions of Section 11(a) of the Act and the provisions of Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by 158 promulgated under the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereof, it being understood and agreed that such earnings statement shall be deemed to have been made available by the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis is in compliance with its reporting obligations pursuant to the extent that Exchange Act, if such compliance satisfies the accounts conditions of the Company and its subsidiary(ies) are consolidatedRule 158, and will be accompanied by similar financial statements for any significant subsidiary which if such earnings statement is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative or made available on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request▇▇▇▇▇. (k) On or before For a period commencing on the effective date hereof and ending on the 90th day after the date of the Registration StatementProspectus, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, (i) offer to sellfor sale, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into, exercisable into or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distributeStock, or otherwise dispose of, directly sell or indirectly, any shares of Common Stock or any grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated on behalf of the Underwriters. On Notwithstanding the foregoing, if (A) during the last 17 days of the 90-day lock-up period, the Company issues an earnings release or before other press release of material information or a material event relating to the Closing DateCompany occurs or (B) prior to the expiration of the 90-day lock-up period, the Company announces that it will release its earnings results during the 16-day period beginning on the last day of the 90-day lock-up period, the 90-day lock-up period shall be extended by, and the restrictions imposed by this Agreement will continue to apply until the expiration of, the 18-day period beginning on the date of the issuance of the earnings or other press release or the occurrence of the material event; provided, however, that such extension of the lock-up period shall not apply if, (x) the Underwriters meet the requirements set forth in paragraph (a)(1)(iii) of Rule 139 under the Act, (y) at the expiration of the 90-day lock-up period, the Common Stock are “actively traded securities” (as defined in Regulation M under the Exchange Act) and (z) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. If the lock-up period is so extended, the Company shall deliver instructions not engage in any transaction that may be restricted by this Agreement during the extended lock-up period unless the Company requests and receives prior written confirmation from the Representatives that the restrictions imposed by this Agreement have expired. The Company shall promptly notify the Representatives of any earnings release or press release or event that may give rise to an extension of the initial 90-day lock-up period. The restrictions contained in the preceding paragraph shall not apply to (1) the Shares to be sold hereunder, (2) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, settlement of restricted stock or the conversion of a security outstanding on the date hereof pursuant to stock plans or otherwise and disclosed in the Time of Sale Information, (3) the issuance by the Company of shares, restricted stock, or options to purchase shares of Common Stock pursuant to the Transfer Agent authorizing it Company’s equity plans disclosed in the Time of Sale Information, (4) the filing by the Company of a registration statement on Form S-8 or a successor form thereto described in the Preliminary Prospectus and the Time of Sale Information pertaining to place appropriate legends the Company’s employee benefit plans and (5) beginning on the certificates representing day that is 61 days from the securities date hereof, the issuance of Common Stock directly to a seller or sellers of a business or assets as part of the purchase price in connection with acquisitions thereof by the Company, provided that the aggregate number of shares of Common Stock that the Company may offer pursuant to this clause (5) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding as of the date hereof and provided, further, that the Company shall cause all such recipients of shares of Common Stock pursuant to this clause (5) to enter into a “lock-up” agreement substantially in the form of Exhibit A hereto (each, a “Lock-Up Agreement”) pursuant to which such recipient will be agree to be subject to all of the restrictions set forth therein for the remainder of the lock-up period set forth in the above paragraph; provided, further, that in the case of clauses (2) and (3) of this paragraph, the Company shall cause all officers and directors that are recipients of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock to enter into a Lock-up Agreements Up Agreement. For purposes of this Agreement insofar as it relates to Lock-Up Agreements, “officer” has the meaning ascribed thereto in Rule 16a-1 promulgated under the Exchange Act. The Company will further cause each officer and director to place appropriate stop transfer orders on furnish to the Company's ledgersRepresentatives a Lock-Up Agreement prior to the date hereof. Any transfers, sales or other actions taken by any such officer or director that is not in violation of his Lock-Up Agreement shall not be deemed to be an action of the Company that is prohibited by the first paragraph of this clause (k) solely by virtue of his status as an officer or director. (l) Neither Prior to the CompanyClosing Date or the Additional Closing Date, as the case may be, the SubsidiaryCompany will furnish to you, nor as promptly as possible, copies of any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning unaudited interim consolidated financial statements of the Rules Company and Regulationsits subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus; provided, however, the Company will be deemed to have furnished such financial statements or information to the extent it is made publicly available on ▇▇▇▇▇. (m) The Company will takecomply with all provisions of any undertakings contained in the Registration Statement. (n) The Company will not at any time, directly or indirectly, take any action designed todesigned, or which might in the future reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and RegulationsShares. (o) The Company shall furnish to will timely file with the Representative as early as practicable prior to each of the date hereof, the Closing Date NASDAQ Global Select Market (“NASDAQ”) all documents and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read notices required by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereofNASDAQ of companies that have or will issue securities that are traded on the NASDAQ. (p) The Company has engaged and shall cause the Common Stock to be quoted on Amex maintain, at its expense, a transfer agent and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all if necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and you promptly and, if requested by you, will confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions time and date of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any filing of any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus and the time and date that any post-effective amendment to the Registration Statement becomes effective, (ii) when any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed, (iii) of the receipt of any comments of the Commission relating to the Registration Statement, or any request by the Commission for amendments or supplements to the Registration Statement or for additional information. If , (iv) of the issuance by the Commission or of any state securities commission shall enter a stop order suspending the effectiveness of the Registration Statement or suspend of the suspension of qualification of the Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such qualification purposes and (v) within the period beginning at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as thereafter from time to time in force, so far for such period as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Securities Act to be delivered in connection with sales by any Underwriter or a dealer, of any change in the condition (financial or otherwise), business, prospects, properties, assets, net worth or results of operations of the Company or Underwriters' Counselany subsidiaries thereof, taken as a whole, or of any event that comes to the Prospectus, attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented, includes an ) untrue statement of a material fact or omits to state in any material fact required to be stated respect or that requires the making of any additions thereto or changes therein or necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleadingmisleading in any material respect, or if it is necessary at any time of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act, the Company will notify the Representative promptly and prepare and file with Securities Act or any other law. If at any time the Commission an appropriate amendment or supplement in accordance with Section 10 of shall issue any stop order suspending the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date effectiveness of the Registration Statement, the Company shall will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. The Company will provide the Representative Underwriters with true original copies of duly executedthe form of Prospectus, legally binding in such number as the Underwriters may reasonably request, and enforceable agreements pursuant to whichfile with the Commission such Prospectus in accordance with the provisions of Rule 430B and in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and any such Issuer Free Writing Prospectus in the manner and within the time period required by Rule 433. As used in this Agreement, for a period of twelve (12) months from the effective date “subsidiaries” shall mean all of the Registration Statement, each of the Company's stockholders wholly-owned and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules partially-owned direct and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities indirect subsidiaries of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and you promptly and, if requested by you, will confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if Statement has become effective and the provisions time and date of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any filing of any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or for additional information. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable time and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including that any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus (ii) if Rule 430A under the Securities Act is required to be employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Securities Act, (iii) of the Rules and Regulations), and will furnish the Representative with copies receipt of any such amendment comments of the Commission, or supplement a reasonable amount of time prior to such proposed filing any request by the Commission for amendments or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior supplements to the time Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement becomes effective, to qualify or of the Securities suspension of qualification of the Shares for offering and or sale under in any jurisdiction or the securities laws initiation of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required any proceeding for such purpose; providedpurposes and (v) within the period of time referred to in Section 5(h) hereof, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings change in the Securities in accordance with the provisions hereof and the Prospectuscondition (financial or otherwise), business, prospects, properties, assets, net worth or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result results of which, in the opinion operations of counsel for the Company or Underwriters' Counselany subsidiaries thereof, taken as a whole, or of any event that comes to the Prospectus, attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented, includes an ) untrue statement of a material fact or omits to state in any material fact required to be stated respect or that requires the making of any additions thereto or changes therein or necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effectiunder

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and you promptly and, if requested by you, will confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if Statement has become effective and the provisions time and date of Rule 430A promulgated under the Act will be relied upon, when any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus has been filed in accordance with said Rule 430A and when the time and date that any post-effective amendment to the Registration Statement becomes effective; , (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; such purposes and (v) within the period of time referred to in Section 5(e) below, of any request by change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of any event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission for shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. If the Company elects, with the consent of the Representatives, to rely on Rule 434 under the Act, the Company will provide the Underwriters with copies of the form of Rule 434 Prospectus (including copies of a term sheet that complies with the requirements of Rule 434 under the Act), in such number as the Underwriters may reasonably request, and file with the Commission in accordance with Rule 424(b) of the Act the form of Prospectus complying with Rule 434(b)(2) of the Act before the close of business on the first business day immediately following the date hereof. If the Company elects not to rely on Rule 434 under the Act, the Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Act before the close of business on the first business day immediately following the date hereof. (b) The Company will furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company will not file any Rule 462 Registration Statement or any amendment to the Registration Statement or make any amendment or supplement to the Prospectus unless (i) you shall have previously been advised thereof and been given a reasonable opportunity to review such filing, amendment or for additional information. If supplement and (ii) you have not reasonably objected to such filing, amendment or supplement after being so advised and having been given a reasonable opportunity to review such filing, amendment or supplement. (d) Prior to the Commission or any state securities commission shall enter a stop order or suspend such qualification at any timeexecution and delivery of this Agreement, the Company has delivered or will make every effort deliver to obtain promptly you, without charge, in such quantities as you have reasonably requested or may hereafter reasonably request, copies of each form of the lifting Preliminary Prospectus. Consistent with the provisions of such orderSection 5(e) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (ce) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (ii) the fifth business day after "Prospectus Delivery Period"), and for so long a period as you may request for the effective date distribution of the Registration Statement. (d) The Shares, the Company will give deliver to each Underwriter and each dealer, without charge, as many copies of the Representative notice Prospectus (and of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus (including and of any revised prospectus amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Company proposes for use Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not Shares and for such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount period of time prior to such proposed filing or use, thereafter as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action Prospectus is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required Act to be delivered under the Act, the Company shall use all reasonable efforts to comply in connection with all requirements imposed upon it sales by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of any Underwriter or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements theretodealer. If at any time when a prospectus relating prior to the Securities is required later of (i) the completion of the distribution of the Shares pursuant to be delivered the offering contemplated by the Prospectus or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the ActAct and Rule 174 thereunder, any event shall have occurred as a result occur that in the judgment of which, the Company or in the opinion of counsel for the Company or Underwriters' Counsel, Underwriters is required to be set forth in the Prospectus, Prospectus (as then amended or supplemented, includes an untrue statement of a material fact ) or omits to state any material fact required to should be stated set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly forthwith prepare and, subject to Sections 5(a) and prepare and 5(c) hereof, file with the Commission an appropriate supplement or amendment thereto and, in the case of any such amendment, use its best efforts to cause such amendment to become effective as promptly as possible, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (f) The Company will cooperate with you and counsel for the Underwriters in connection with the registration or supplement in accordance with Section 10 qualification of the ActShares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In each such amendment or supplement to be satisfactory to Underwriters' Counseljurisdiction in which the Shares shall have been qualified as above provided, and the Company will furnish to make and file such statements and reports in each year as are or may be required by the Underwriters copies laws of such amendment or supplement as soon as available and jurisdiction. If the qualification of the Shares is suspended in such quantities as any jurisdiction, the Underwriters may requestCompany shall so advise you promptly in writing. (g) As soon as practicableThe Company will make generally available to its security holders a consolidated earnings statement (in form complying with the provisions of Rule 158), but in any event which need not later than forty-five (45) days after the end of the 12be audited, covering a twelve-month period beginning on the day commencing after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in and the event that Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such fiscal quarter is the end of the Company's fiscal year)period, the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an which consolidated earnings statement which will be in the detail required by, and will otherwise comply with, shall satisfy the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a the period of five (5) ending three years after from the date hereof, the Company will furnish to its stockholdersyou such information concerning the Company, excluding non-public information, as soon as practicableyou may reasonably request, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver provided that the Company shall have no obligation to furnish any documents available to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholderspublic on EDGAR. During the Prospectus Delivery Period, statements of income of the Company for each quarter in the form furnished will file al▇ ▇▇▇uments required to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or be filed with the CommissionCommission pursuant to Sections 13, the NASD or any securities exchange; (v) every press release 14 and every material news item or article of interest to the financial community in respect 15 of the Company, or its affairs, which was released or prepared Exchange Act in the manner and within the time periods required by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidatedExchange Act. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the jurisdiction caption "Use of incorporation of Proceeds" in the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockProspectus. (j) The If Rule 430A under the Act is employed, the Company will furnish timely file the Prospectus pursuant to Rule 424(b) under the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may requestAct. (k) On or before For a period of 90 days after the effective date of the Registration StatementProspectus first filed pursuant to Rule 424(b) under the Act, without your prior written consent, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale offer or purchase of, assign, transfer, pledge, hypothecate contract to sell or otherwise encumber or dispose of or transfer any shares of Common Stock or securities convertible into, exercisable into or exchangeable or exercisable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either collectively, "Company Securities") or any rights to purchase Company Securities, or file any registration statement under the Act with respect to any of the foregoing except to the Underwriters pursuant to Rule 144 this Agreement and except for grants of options pursuant to the Company's stock option, stock bonus or other stock plans or arrangements in effect as of the Rules date hereof and Regulations described in the Prospectus and except for issuances of shares of Common Stock upon the exercise of options outstanding as of the date hereof under such stock plans. (l) Prior to the Closing Date or otherwise) or dispose the Additional Closing Date, as the case may be, the Company will furnish to you, as promptly as possible, copies of any beneficial interest therein without the prior consent unaudited interim consolidated financial statements of the Representatives Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date m) The Company will comply with all provisions of any undertakings contained in the Registration Statement, the . (n) The Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose ofwill not at any time, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, take any action designed todesigned, or which might in the future reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and RegulationsShares. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date will timely file with NASDAQ all documents and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read notices required by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereofNASDAQ of companies that have or will issue securities that are traded on the NASDAQ. (p) The Company shall cause engage and maintain, at its expense, a transfer agent and, if necessary under the jurisdiction of its incorporation or the rules of any national securities exchange on which the Common Stock to is listed, a registrar (which, if permitted by applicable laws and rules may be quoted on Amex and, the same entity as the transfer agent) for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstandingStock. (q) For With a period view to minimizing the dilution to future earnings per share that might be experienced by the holders of five Common Stock (5) years from including holders of the Shares), the Company will call for redemption and redeem, or will otherwise purchase, retire, or exchange for non-equity-linked securities, all or as large a portion as possible of its outstanding 6% convertible subordinated debentures if and when, as soon as practicable after the Closing Date, the Company it shall furnish to the Representative at the Company's sole expensedetermine, in its reasonable business judgment (i) daily consolidated transfer sheets relating to the Common Stockbeing mindful of other needs for cash and credit), (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, has cash and credit available for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangementspurpose. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the Underwriters Underwriter as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares Units by the Underwriters Underwriter of which the Representative Underwriter shall not previously have been advised and furnished with a copy, or to which the Representative Underwriter shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative Underwriter and confirm the notice in writing writing, (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; , (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; , (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; , (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission authority shall enter a stop order or suspend such qualification at any time, the Company will make every effort shall use its best efforts to obtain promptly the lifting prompt withdrawal of such the order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the RepresentativeUnderwriter) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the RepresentativeUnderwriter, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth fifteenth business day after the effective date of the Registration Statement. (d) The Company will give the Representative Underwriter notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters Underwriter in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative Underwriter with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative Underwriter or ▇O▇▇▇▇▇, ▇H▇▇▇▇▇▇▇▇▇ & ▇S▇▇▇▇▇▇▇▇ LLP ("Underwriters' Underwriter's Counsel") ), shall object. (e) The Company shall endeavor in good faith, in cooperation with the RepresentativeUnderwriter, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative Underwriter may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative Underwriter agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Underwriter's Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative Underwriter promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Underwriter's Counsel, and the Company will furnish to the Underwriters Underwriter copies of such amendment or supplement as soon as available and in such quantities as the Underwriters Underwriter may request. (g) As soon as practicable, but in any event not later than forty-five (45) 45 days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) 90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the RepresentativeUnderwriter, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) 12 consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) seven years after the date hereof, in the event the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the RepresentativeUnderwriter: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (iii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iiiii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (viii) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, affairs which was released or prepared by or on behalf of the Company; and (viiv) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative Underwriter may request. . (v) During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) subsidiary are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (ivi) The Company will maintain a transfer agent Transfer Agent and Warrant Agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockStock and Redeemable Warrants. (j) The Company will furnish to the Representative or on the RepresentativeUnderwriter's order, without charge, at such place as the Representative Underwriter may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such reasonable quantities as the Representative Underwriter may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative Underwriter with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from 180 days subsequent to the effective date of the final closing relating to the Offering, which Offering will terminate 90 days after the date the final Prospectus included in the Registration StatementStatement is declared effective under the Securities Act of 1933, each as amended, unless extended for an additional 90 days, the officers and directors of the Company's stockholders , all holders of shares of Common Stock and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees Stock, agree that it or he or she will not, not directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate hypothecate, distribute or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior written consent of the Representatives Underwriter and the Company (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and --------------------------------------- agrees with each of the Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration StatementEffective Date, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or the Exchange Act Act, before termination of the offering of the Shares by the Underwriters Underwriters, of which the Representative Representatives shall not previously have been advised and furnished with a copy, or to which the Representative Representatives shall have reasonably objected based on such amendment or which is supplement not being in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Representative and confirm the notice Representatives promptly after having knowledge thereof, in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; , (ii) of the issuance by the Commission of any stop order order, or of the initiation or the threat of the initiation, or the threatening, of any proceeding proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; , (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threateningthreat of the initiation, of any proceeding for that purpose; , (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission authority shall enter a stop order or suspend such qualification at any time, the Company will make every effort use its best efforts to promptly obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission Commission, pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the RepresentativeRepresentatives, pursuant to Rule 424(b)(4)) ), not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth fifteenth business day after the effective date of the Registration StatementEffective Date. (d) The Company will give the Representative Representatives notice of its intention to file or to prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities Shares which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative Representatives with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative Representatives or ▇▇▇▇▇▇Mintz, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP Levin, Cohn, Ferris, Glovsky and Popeo, P.C. ("Underwriters' Counsel") ), shall objectobject based on such amendment or supplement not being in compliance with the Act or the Regulations. (e) The Company shall endeavor in good faith, in cooperation with the RepresentativeRepresentatives, at or prior to the time the Registration Statement becomes effectiveEffective Date, to qualify the Securities Shares for offering and sale under the securities laws of such jurisdictions as the Representative Representatives may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be -------- ------- required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees Representatives agree that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Shares in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities Shares is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative Representatives promptly and will prepare and file with the Commission an appropriate amendment or supplement in accordance with Section ------- 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, Act and the Section 4(a) hereof. The Company will also furnish to the ------- Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may reasonably request. (g) As soon as practicable, but in any event not later than forty-five (45) days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement Effective Date occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the RepresentativeRepresentatives, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which ------- statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration StatementEffective Date. (h) During a period ending on the earlier of (i) five (5) years after the date hereofhereof and (ii) the date when the Company no longer has a class of equity securities registered under the Exchange Act, the Company will furnish to its stockholders, as soon as practicable, stockholders annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the RepresentativeRepresentatives: (i) concurrently with furnishing such quarterly reports to its stockholders, financial statements of income of the Company for each quarter quarter, in the form furnished to filed with the Company's stockholders and certified by the Company's principal financial or accounting officerCommission; (ii) concurrently with furnishing such the above-mentioned annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate report thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, affairs which was released or prepared by or on behalf at the direction of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative Representatives may reasonably request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) subsidiary are consolidatedrequired to be consolidated in accordance with Regulation S-X, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent Transfer Agent (the "Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockStock for so long as the Company has a class of equity securities registered under the Exchange Act. (j) The Company will furnish to the Representative Representatives or on the Representative's Representatives' order, without charge, at such place as the Representative Representatives may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two (2) of which such copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus related to the offering of the Shares prepared after the effective date of the Registration StatementEffective Date, in each case as soon as available and in such quantities as the Representative Representatives may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. During the twelve (12) month period commencing on the Effective Date, the Company shall not, without the prior written consent of ▇▇▇▇▇▇▇▇▇▇, sell, contract or offer to sell, issue, transfer, assign, pledge, hypothecate, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock, except up to [_____] shares of Common Stock reserved for grants of options under the Company's stock option plans as described in the Prospectus. The Company will cause the Transfer Agent to place "stop transfer" orders on the Company's stock ledgers. During the twelve (12) month period commencing with the Effective Date, the Company shall not file any registration statement with the Commission on Form S-8 without the prior written consent of ▇▇▇▇▇▇▇▇▇▇. (l) Neither the Company, the Subsidiary, Company nor any of their respective its officers, directors, directors or stockholders, nor any of their respective affiliates or Associates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to to, cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities Shares in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No Except as described in the Prospectus, no portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall use its best efforts to timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed documents, when filed, will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative Representatives, as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters letter to be furnished pursuant to Sections Section 6(j) hereof.. ------- (p) The Company shall use its best efforts to cause the Common Stock to be quoted on Amex and, Nasdaq or a national securities exchange for a period of five seven (57) years from the date hereof, and shall use its best efforts to maintain the Amex Nasdaq quotation or exchange listing of the Common Stock to the extent outstanding. (q) For a period of five three (53) years from the Closing Date, on a quarterly basis, the Company shall instruct the Transfer Agent to furnish to the Representative Representatives, at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky list of Depository Trust Company "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Companyparticipant holders." (r) As The Company hereby agrees, as soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after from the effective date of the Registration StatementEffective Date, to take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for until the earlier of (i) seven (7) years from the Effective Date and (ii) the first date when the Company no longer has a period class of not less than five (5) yearsequity securities registered under the Exchange Act. (s) The Company hereby agrees that it will notthat, for a period of twelve thirteen (1213) months from the effective date Effective Date, it will not, without the written consent of the Registration StatementRepresentatives, which consent will not be unreasonably withheld, and (A) the written consent of a majority of the Company's stockholders who are not affiliates of the Company at such time or (B) the vote of a majority of such non-affiliate stockholders, voting at a duly held stockholder's meeting, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell sale of any option, warrant shares of Common Stock or other contract right securities of the Company (xi) in an amount greater than an aggregate of 1,351,923 shares of Common Stock, (ii) at an exercise or sale price that is per share less than the greater of the public offering price of the Shares set forth herein and either the fair market value of the Common Stock on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or Offering Price and (iii) upon payment of less than the existence full purchase or exercise price for such shares of stock appreciation rights, phantom options Common Stock or similar arrangementsother securities of the Company. (t) Until the completion of the distribution of the SecuritiesShares, and for twenty (25) days thereafter, except to the extent required to do so by applicable law or the Regulations, the Company shall not, without the prior written consent of the Representative Representatives and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to Until the lesser earlier of (i) five seven (57) years from the date hereof, and (ii) the sale to the public of the Representative's SecuritiesRepresentatives' Shares and (iii) the first date in which the Company no longer has a class of equity securities registered under the Exchange Act, the Company will use reasonable efforts not to take any action or actions (including any failure to so act) which may prevent or disqualify the Company's use of Form SB-2 S-3 (or other appropriate form) for the registration under the Act of the Representative's SecuritiesRepresentatives' Shares. (v) For The Company shall enter into an investment banking agreement with ▇▇▇▇▇▇▇▇▇▇ which, among other things, will grant to ▇▇▇▇▇▇▇▇▇▇ a right of first refusal, for a period of five eighteen (518) years months after the effectiEffective Date, with respect to any investment banking services, including, and without limitation, any sales of securities to be

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall will use its reasonable best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable effective, if it has not already become effective, and will not at any timeadvise you promptly and, whether before or after the effective date of the Registration Statementif requested by you, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if Statement has become effective and the provisions time and date of Rule 430A promulgated under any filing of any post-effective amendment to the Act will be relied upon, when Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus has been filed in accordance with said Rule 430A and when the time and date that any post-effective amendment to the Registration Statement becomes effective; , (ii) if Rule 430B under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; such purposes and (v) within the period of time referred to in Section 5(h) hereof, of any request by change in the Commission for Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of any amendment event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any amendment material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement to the Prospectus (as then amended or for additional informationsupplemented) to comply with the Act or any other law. If at any time the Commission or shall issue any state securities commission shall enter a stop order or suspend such qualification at any timesuspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain promptly the withdrawal or lifting of such orderorder at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) under the Act before the close of business on the first business day immediately following the date hereof. (b) The Company will furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company shall will promptly file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant any amendment or supplement to Rule 424(b)(1) (orthe Registration Statement or the Prospectus that may, if applicable and if consented to in the judgment of the Company or the Representatives be required by the Representative, pursuant to Rule 424(b)(4)) not later than Act or requested by the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice furnish a copy of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Registration Statement or to the Prospectus (including or any revised prospectus which the Company proposes Issuer Free Writing Prospectus to you and counsel for use by the Underwriters in connection and obtain your consent prior to filing any of those with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall objectCommission. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior will not make any offer relating to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees Common Stock that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualificationwould constitute an Issuer Free Writing Prospectus without your prior consent. (f) During the time when a prospectus is required to be delivered under the Act, the The Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities will retain in accordance with the provisions hereof Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and the Prospectus, or any amendments or supplements thereto. If if at any time when a prospectus relating to after the Securities is required to be delivered under the Act, date hereof any event events shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the which any Issuer Free Writing Prospectus, as then amended or supplemented, includes would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Prospectus or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be stated set forth in the Prospectus (as then amended or supplemented) or should be set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly and forthwith prepare and and, subject to Section 5(a) hereof, file with the Commission and use its reasonable best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counselthereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. In addition, during the Prospectus Delivery Period, the Company will furnish file all documents required to be filed with the Underwriters copies Commission pursuant to Sections 13, 14 and 15 of such amendment or supplement as soon as available the Exchange Act in the manner and in such quantities as within the Underwriters may requesttime periods required by the Exchange Act. (gi) As soon The Company will use its reasonable best efforts to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as practicable, but you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any event jurisdiction where it is not later now so qualified or to take any action that would subject it to general service of process in suits, other than forty-five (45) days after the end those arising out of the 12offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. If required, the Company will use its reasonable best efforts to qualify or register its Common Stock for sale in non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for so long as is required for the distribution of the Shares. (j) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the provisions of Rule 158), which need not be audited, covering a twelve-month period beginning on the day commencing after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in and the event that Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such fiscal quarter is the end of the Company's fiscal year)period, the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an which consolidated earnings statement which will be in the detail required by, and will otherwise comply with, shall satisfy the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (hk) During a the period of five (5) ending three years after from the date hereof, the Company will furnish to its stockholdersyou and, as soon as practicableupon your request, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports to each of earningsthe other Underwriters, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies a copy of all reports (financial each proxy statement, quarterly or other) annual report or other report of the Company mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to stockholders or filed with the Commission, the NASD Financial Industry Regulatory Authority, Inc. (“FINRA”) or the Nasdaq Global Market (“Nasdaq”) or any national securities exchange; exchange and (vii) every press release and every material news item or article of interest from time to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional time such other information of a public nature concerning the Company (and any future subsidiaryas you may reasonably request, provided that the Company’s obligation pursuant to this Section 5(k) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will shall be on a consolidated basis satisfied to the extent that the accounts Company files or furnishes any such documents or report to ▇▇▇▇▇. (l) If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except pursuant to a termination under Section 12 hereof) or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and its subsidiary(iesthe other Underwriters for all reasonable out-of-pocket costs and expenses (including, without limitation, the fees and expenses of the Underwriters’ outside attorneys) are consolidatedincurred by the Underwriters in connection herewith, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidatedto exceed $100,000. (im) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the jurisdiction caption “Use of incorporation of Proceeds” in the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockProspectus. (jn) The Company will furnish to the Representative or For a period commencing on the Representative's order, without charge, at such place as date hereof and ending on the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared 60th day after the effective date of the Registration StatementProspectus (the “Lock-Up Period”), in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will notnot to, directly or indirectly, issue, (1) offer to sellfor sale, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into, exercisable into or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either other than the Common Stock issued pursuant to Rule 144 of the Rules and Regulations employee benefit plans, qualified stock option plans or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing other employee compensation plans existing on the effective date of the Registration Statementhereof or pursuant to currently outstanding options, the Company shall not, without the prior written consent of the Representative, sell, contract warrants or offer to sell, issue, transfer, assign, pledge, distributerights), or otherwise dispose of, directly sell or indirectly, any shares of Common Stock or any grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock. On , whether any such transaction described in clause (1) or before (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives on behalf of the Underwriters, and to cause each officer, director and stockholder of the Company set forth on Schedule III hereto to furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). (o) Prior to the Closing Date or the Additional Closing Date, as the case may be, at the reasonable request of the Underwriters, the Company shall deliver instructions will furnish to you, as promptly as possible following your request, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the Transfer Agent authorizing it to place appropriate legends on periods covered by the certificates representing financial statements appearing in the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgersProspectus. (lp) Neither The Company will comply with all provisions of any undertakings contained in the Company, the Subsidiary, nor Registration Statement. (q) The Company will not at any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will taketime, directly or indirectly, take any action designed todesigned, or which might in the future reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any securities the shares of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period facilitate the sale or resale of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation any of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the CompanyShares. (r) As soon as practicable, (i) but in no event more than five (5) business days before The Company will timely file with Nasdaq all documents and notices required by the effective date Nasdaq of companies that have or will issue securities that are traded on the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) yearsNasdaq. (s) The Company hereby agrees that it will notshall engage and maintain, for at its expense, a period of twelve (12) months from transfer agent and, if necessary under the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any jurisdiction of its executive officers incorporation or directors or to the rules of any holder of 5% or more of national securities exchange on which the Common Stock is listed, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. (a) The Company covenants and agrees with each of the Underwriters Underwriter as follows: (ai) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange 1934 Act before termination of the offering of the Shares by the Underwriters Underwriter of which the Representative Underwriter shall not previously have been advised and furnished with a copy, or to which the Representative Underwriter shall have objected or which is not in compliance with the Act, the Exchange 1934 Act or the Rules and Regulations. (bii) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative Underwriter and confirm the notice in writing writing, (i) when the Registration Statement, as amended, becomes effective, or if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; , (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; , (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; , (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission authority shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (ciii) The Company shall file the Prospectus (in form and substance satisfactory to the RepresentativeUnderwriters) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto thereto, if not effective at the time of execution of this Agreement, to become effective as promptly as practicable thereafter and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Securities Act or Exchange Act before termination of during any time that a prospectus relating to the offering of Underwritten Securities is required to be delivered under the Shares by the Underwriters Securities Act of which the Representative and Representative's counsel shall not previously have been advised and furnished with a copycopy a reasonable period of time prior to its proposed filing, or to which the Representative shall have reasonably objected or which is not in compliance with the Securities Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice in writing or electronically, (i) when the Registration Statement, as amended, becomes effectiveeffective and, if the provisions of Rule 430A promulgated under the Securities Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement relating to the offering of the Underwritten Securities becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance commencement by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Underwritten Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, threat of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If The Company will use its best efforts to prevent the issuance of any stop or suspension order and if the Commission or any state securities commission authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly as possible, the lifting or withdrawal of such orderorder or suspension. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representativeapplicable, pursuant to Rule 424(b)(4)) not later than on or before the Commission's close of business on date that it is required to be filed under the earlier of (i) Securities Act and the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration StatementRegulations. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faithshall, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify arrange for the qualification of the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be reasonably necessary to complete the distribution, distribution contemplated hereby and shall make such applications, file such documents and furnish such information as may reasonably be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation corporation, subject itself to taxation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (fe) During the time when a prospectus Prospectus is required to be delivered under the ActSecurities Act with respect to the Underwritten Securities, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the Exchange Act, as now and hereafter amended amended, and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Underwritten Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus Prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' CounselRepresentative's counsel, the Prospectus, as then amended or supplemented, includes would include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the ActSecurities Act or the Rules and Regulations with respect to the offering of the Underwritten Securities, the Company will notify the Representative promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Actthat corrects such statement or omission or effects such compliance, each such amendment or supplement to be satisfactory to Underwriters' Representative's Counsel, and the Company will furnish to to, or at the Underwriters direction of, the Representative copies of such amendment or supplement as soon as available and in such quantities as the Underwriters Representative may request. (gf) As soon as practicable, but in any event not later than forty-five (45) 45 days after the end of the 12-month period beginning on the first day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) 90 days in the event that the end of such fiscal quarter is also the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Securities Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (hg) During a the three-year period of five (5) years after commencing on the date hereof, the Company will furnish to its shareholders (i) as soon as practicable, but in any event not later than the earlier of (A) 120 days after the last day of each annual fiscal period, or (B) the date required for filing of the same with the Securities and Exchange Commission under the Regulations its audited statements of operations, stockholders' equity and cash flows for such period and its audited balance sheet as of the end of such period as to which the Company's independent accountants have rendered an opinion; and (ii) make available to its shareholders, as soon as practicable, annual reports (including financial but in any event not later than 45 days after each of the first three quarterly fiscal periods, its unaudited statements audited by independent public accountants) and unaudited quarterly reports of earningsoperations, and cash flows, for such period and its unaudited balance sheet as of the end of such period (or such earlier dates required by the Rules and Regulations. In addition, during the three-year period commencing on the date hereof, the Company will deliver to the Representative: (i1) concurrently with furnishing making such quarterly reports available to its stockholdersshareholders, statements of income summary financial information of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii2) concurrently with furnishing such annual reports to its stockholdersshareholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholdersshareholders' equity, equity and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate report thereon of the Company's independent certified public accountants; (iii3) as soon as they are available, copies of all reports (financial or other) mailed made available by the Company to stockholdersany person who is not an employee of, or consultant to, the Company; (iv4) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or and/or any securities exchange; (v5) within a reasonable amount of time prior to its release, every press release and every material news item or article of interest to the financial community in with respect of to the Company, Company or its affairs, affairs which was released or is being prepared by or on behalf of the Company; provided, however, that the Representative will keep such information confidential and will not use or disclose any such information prior to its release and will comply with all applicable securities law requirements in respect thereto, including Regulation F-D; and (vi6) any additional information of a public nature concerning the Company (and any future subsidiarysubsidiaries) or its businesses which the Representative may reasonably request. During such seven-year period, if the Company has an active subsidiary, the The foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) subsidiaries are consolidatedrequired to be consolidated under GAAP, and will be accompanied by similar financial statements for any significant subsidiary which that is not so consolidated. (ih) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under for the jurisdiction of incorporation of Common Stock reasonably satisfactory to the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockRepresentative. (ji) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two one of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may reasonably request. (kj) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements duly executed and to place appropriate stop transfer orders on delivered by the Company's ledgersLock-Up Parties. (lk) Neither the Company, the Subsidiary, nor any of their respective its officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (ml) The Company shall apply the net proceeds from the sale of the Securities Shares substantially in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (nm) The Company shall shall, until at least December 31, 2007, timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Securities Act, the Exchange Act, Act and the Rules and Regulations, and all such reports, forms and documents filed will materially comply as to form and substance with the applicable requirements under the Securities Act, the Exchange Act, Act and the Rules and Regulations. (on) The Company shall furnish to the Representative as early as practicable prior to each of (1) the date hereof, (2) the Closing Date and (3) each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) 30 days prior to the date of the Registration Statement) which that have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections Section 6(j) hereof. The foregoing information shall be kept confidential by the Representative. (o) The Company shall use its reasonable best efforts to maintain the Nasdaq SmallCap listing of the Common Stock. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) two years from the Closing Date, the Company shall furnish cause to be furnished to the Representative directly from the Company's transfer agent, at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel . Such consolidated transfer sheets shall be furnished to the CompanyRepresentative daily on a daily basis for 60 days following the Closing Date, and on a weekly basis beginning on the 61st day following the Closing Date. (rq) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) Within 30 days after the effective date of the Registration StatementStatement the Company shall, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions descriptions and ▇▇▇▇▇'▇ OTC Manual and endeavor to continue such inclusion for a period of not less than five (5) yearsyears from the effective date of the Registration Statement. (sr) The Except as contemplated by the Warrant Agreement, without the consent of the Representative, the Company hereby agrees that it will not, not for a period of twelve one (121) months year from the effective date of the Registration Statement, adopt, adopt or propose to adopt or otherwise permit to exist any employee, officer, director, consultant or similar compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stocksale; (ii) the maximum number of shares of Common Stock or other securities of the Company purchasable at any time pursuant to options or warrants issued by the Company to exceed 1,000,000 shares; (iii) the payment for such securities with any form of consideration other than cash; or (iiiiv) the existence of stock appreciation rights, phantom options or similar arrangements. (ts) Until the completion of the distribution of the Underwritten Securities, the Company shall not, not without the prior written consent of the Representative and Underwriters' Representative's Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated herebyOffering, other than trade releases issued that have been approved by Representative's counsel in the ordinary course of the Company's business consistent with past practices with respect to the Company's operationsadvance thereof. (ut) For a period equal to the lesser of (i) five (5) seven years from the date hereof, hereof and (ii) the sale resale to the public of the Representative's SecuritiesWarrant Shares, the Company will not take any action or actions which may that would prevent or disqualify the Company's use by the Company of Form SB-2 S-1 or Form S-3 (or other appropriate formforms) for the registration of the Warrant Shares under the Act Securities Act. (u) For a period of two years following the Closing Date, the Company will permit a designee of the RepresentativeRepresentative to observe meetings of the Company's Securitiesboard of directors and shall provide to such designee, at the same time provided to the members of the Company's Board of Directors, all notices, minutes, documents, information and other materials generally provided to the members of the Company's Board of Directors; provided, however, that such designee of the Representative will agree in writing to be bound by such duties of confidentiality, care and loyalty as if he were a member of the Company's Board of Directors. The Company will reimburse the designee directly for reasonable out-of-pocket expenses incurred in attending board meetings, including, but not limited to, expenses for food, transportation and lodging, and shall pay that designee the same cash attendance fee (if any) that the Company pays to its outside directors. During such two-year period, the Company will hold no less than one formal, in person meetings of its board of directors each calendar quarter. (v) For a period of five (5) years Prior to the 90th day after the effectiClosing Date, the Company will provide the Representative and its designees with five sets of bound volumes of the transaction documents relating to the Offering, in form and substance reasonably satisfactory to the Representative and its counsel. (w) Prior to the Closing Date, the Company will deliver to the Representative a reasonably detailed budget covering the period from the Closing

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notify the Representative promptly by telephone and (if requested by the Representative) will confirm such advice in writing, (1) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective, (2) if Rule 430A under the Securities Act is used, or the Prospectus is otherwise required to be filed with the Commission pursuant to Rule 424(b) under the Securities Act, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act, (3) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (4) of the issuance by the Commission of any stop order (“Stop Order”) suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Preliminary Prospectus, the Prospectus, the Registration Statement or any amendment or supplement thereto, or refusing to permit the effectiveness of the Registration Statement, or the initiation of any proceedings for any of those purposes, (5) of the happening of any event during the period mentioned in paragraph (f) below which in the reasonable judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue or which requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading, and (6) of the receipt of any comments from the Commission or the Blue Sky or securities authorities of any jurisdiction regarding the Registration Statement, any post-effective amendment thereto, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto. The Company will use its best efforts to prevent the issuance of any Stop Order by the Commission or any notification from the Blue Sky or securities authorities of any jurisdiction suspending the qualification or registration of the Shares or shares of Common Stock issuable upon exercise of the Warrants (the Shares together with the Representative’s Warrant Shares, the “Securities”) for sale in such jurisdictions, and if at any time the Commission shall issue any Stop Order, or if the Blue Sky or securities authorities of any jurisdiction shall issue notification suspending the qualification or registration of the Securities, the Company will make every reasonable effort to obtain the withdrawal of such Stop Order or notification at the earliest possible moment. The Company will promptly advise the Representative of its receipt of any notification with respect to the suspension of the qualification or registration of the Securities for offer or sale in any jurisdiction or the initiation or threatening of any action or proceeding for such purpose. The Company will use its best efforts to effectuate the listing of its shares on the NASDAQ. (b) Prior to any public offering of the Shares by the Underwriters, the Company will endeavor in good faith, in cooperation with the Representative and its counsel, to register or qualify the Securities for offer or sale, as may be required under the Blue Sky or securities laws, rules or regulations of such jurisdictions as the Representative may request; provided that in no event shall the Company be obligated to register or qualify to do business as a foreign corporation in any jurisdiction where it is not now so registered or qualified or to take any action which would subject it to general service of process, or to taxation as a foreign corporation doing business, in any jurisdiction where it is not now so subject. The Company will pay all fees and expenses relating to the registration or qualification of the Securities under such Blue Sky or securities laws of such jurisdictions as the Representative may designate (including legal fees of counsel for the registration or qualification of the Securities, and in all cases, all disbursements and expenses incurred by such counsel in connection therewith). After registration, qualification or exemption of the Securities for offer and sale, in such jurisdictions, and for as long as any offering pursuant to this Agreement continues, the Company, at the Representative’s request, will file and make such statements or reports, and pay the fees applicable thereto, at such times as are or may be required by the laws, rules or regulations of such jurisdictions in order to maintain and continue in full force and effect the registration, qualification or exemption for offer or sale of the Securities, in such jurisdictions. After the termination of the offering contemplated hereby, and as long as any of the Securities are outstanding, the Company will file and make, and pay all fees applicable thereto, such statements and reports and renewals of registration as are or may be required by the laws, rules or regulations of such jurisdictions to maintain and continue in full force and effect the registration, qualification or exemption for secondary market transactions in the Shares in the various jurisdictions in which the Shares were originally registered, qualified or exempted for offer or sale. (c) The Company will furnish to the Representative and its counsel, without charge, two copies (one of which shall be manually signed) of the Registration Statement as originally filed on Form S-1 and of any amendments (including post-effective amendments thereto), including financial statements and schedules, if any, and all consents, certificates and exhibits (including those incorporated therein by reference to the extent not previously furnished to the Representative), heretofore or hereafter made, signed by or on behalf of its officers whose signatures are required thereon and a majority of its board of directors, and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters a copy of the Registration Statement and each post-effective amendment thereto, including financial statements and schedules, if any, but without exhibits. (d) The Company will use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable under the Securities Act. Upon such effectiveness, if the Company and the Representative have determined not to proceed pursuant to Rule 430A under the Securities Act, the Company will not at timely file a Prospectus pursuant to, and in conformity with, Rule 424(b), if required, and if the Company and the Representative have determined to proceed pursuant to Rule 430A under the Securities Act, the Company will timely file a Prospectus pursuant to, and in conformity with, Rules 424(b) and 430A under the Securities Act. (e) The Company will give the Representative and its counsel advance notice of its intention to file any timeamendment to the Registration Statement or any amendment or supplement to the Prospectus, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative amendment or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, supplement unless the Company shall have first delivered copies of such amendment or supplement to the Representative and its counsel and the Representative and its counsel shall have given consent to the filing of such amendment or supplement, which consent shall not be required to qualify as a foreign corporation unreasonably withheld. Any such amendment or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification supplement shall be effected, comply with the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualificationSecurities Act. (f) During From and after the Effective Date, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares for such period of time when a prospectus thereafter as the Prospectus is required by law to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements theretoconnection therewith. If at any during such period of time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, occur which in the opinion judgment of counsel for the Company or Underwriters' Counsel, counsel to the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to Representative should be stated therein or necessary set forth in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the Actlaw, the Company will notify the Representative promptly and forthwith prepare and duly file with the Commission an appropriate supplement or amendment or supplement in accordance with Section 10 thereto, and will deliver to each of the ActUnderwriters, each without charge, such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters number of copies of such amendment or supplement as soon as available and in such quantities thereof as the Underwriters Representative may reasonably request. (g) As soon as practicableThe Company will promptly pay all expenses in connection with (1) the preparation, but in any event not later than forty-five printing, filing, distribution and mailing (45including, without limitation, express delivery service) days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement Prospectus, and any pre-effective or post-effective amendments thereto the preliminary and final forms of Blue Sky memoranda (two if any); (2) the issuance and delivery of which copies will be signed the Shares; (3) the fees and will include all expenses of legal counsel and independent accountants for the Company relating to, among other things, opinions of counsel, audits, review of unaudited financial statements and exhibits)cold comfort review; (4) the fees and expenses of any registrar, transfer agent for the Shares; (5) the printing, filing, distribution and mailing (including, without limitation, express delivery service) of this Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, and the Underwriters’ Questionnaire; (6) furnishing such copies of the Registration Statement, the Prospectus and any Preliminary Prospectus, and all amendments and supplements thereto, including any prospectus prepared after as may be requested for use in connection with the effective date offering and sale of the Registration StatementShares by the Underwriters or by dealers to whom the Shares may be sold; (7) any fees with respect to filings required to be made by the Underwriters with FINRA; and (8) the expenses of tombstone advertisements, due diligence meetings and lucite cubes. The Company will also pay all expenses in each case as soon as available connection with the Company’s application to list the Shares on the NASDAQ Capital Market (“NASDAQ”). The registration and in other fees and expenses incurred by the Representative’s counsel related to compliance with the Securities Act, state blue sky laws and FINRA shall be paid by the Company; provided, however that such quantities as expenses shall not exceed $48,000. In addition, the Company hereby agrees to pay to the Representative may requesta non-accountable expense allowance set forth in Section 3 above. (kh) On or before the effective date of the Registration StatementClosing Date, the Company shall provide sell to the Representative with true original copies (or its designees), Representative’s Warrants described in Section 3 above. (i) If (I) this Agreement (a) shall not become effective, or (b) if the Representative terminates this Agreement, in either case due to a breach or non-fulfillment of duly executedobligations of Section 7 hereof by the Company, legally binding which shall include a breach of the representations and enforceable agreements warranties of the Company contained in this Agreement, or for the failure of the Company to perform any of the covenants contained in this Agreement or (II) if the Company elects to terminate this Agreement pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration StatementSection 8 hereof, the Company shall notwill reimburse the several Underwriters for their out-of-pocket expenses (including fees and expenses of counsel to the Representative) reasonably incurred by them in connection with this Agreement or the proposed offer, sale, and delivery of the Shares limited to an aggregate amount of fifty thousand dollars ($50,000) in total. (j) Until ninety (90) days after the Effective Date, without the prior written consent of the Representative, the Company will not offer, issue, sell, contract or offer to sell, issue, transfer, assign, pledge, distributegrant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares securities of Common Stock or any optionsthe Company, rights or warrants with respect to any shares of Common Stock. except as provided for and as contemplated by this Agreement. (k) On or before prior to the Closing Date, the Company shall deliver instructions obtain from each of ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ his enforceable written agreement, in form and substance satisfactory to counsel to the Transfer Agent authorizing it to place appropriate legends on Representative, that for a period of one year after the certificates representing Closing Date (or any longer period required by any jurisdiction in which the securities subject to the Lock-up Agreements offer and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning sale of the Rules and Regulations) Shares is to be registered or qualified), he will takenot offer for sale, sell, contract to sell, assign, pledge, transfer, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be including without limitation any shares of Common Stock), owned by him as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, Date without the prior written consent of the Representative Company (the “Offering Restrictions”) and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect agrees not to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years release such persons from the date hereof, and (ii) the sale to the public restrictions without prior written consent of the Representative's Securities. In addition, the Company will not take any action or actions which may prevent or disqualify instruct the Company's use transfer agent accordingly and the certificates representing these securities will bear a legend to the foregoing effect. (l) The Company has reserved and shall continue to reserve and keep available the maximum number of Form SB-2 (or shares of its authorized but unissued Common Stock and other appropriate form) securities for the registration under the Act issuance upon exercise of the Representative's Securities’s Warrants. (vm) For a period of five (5) years after the effectidate of this Agreement, the Company shall: (i) retain ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ LLP or another nationally recognized firm of independent public accountants, as its auditors, and at its own expense, shall cause such independent certified public accountant to review (but not audit) the Company’s financial statements for each of the first three (3) fiscal quarters of each fiscal year prior to the announcement of quarterly financial information, the filing of the Company’s Form 10-Q quarterly reports and the mailing of quarterly financial information to its stockholders, provided this shall not require the inclusion of such a review report in the Company’s quarterly filings. (ii) cause the Company’s Board of Directors to meet not less frequently than quarterly, upon proper notice, and cause an agenda and minutes of the preceding meeting to be distributed to directors prior to each such meeting; (iii) distribute to its security holders, within 120 days after the end of each fiscal year, an annual report (containing certified financial statements) prepared in accordance with, and satisfying the substantive disclosure requirements of Rule 14a-3(b) of Regulation 14A promulgated by the Commission under the Securities Exchange Act of 1934, as amended; and (iv) appoint a transfer agent for the Common Stock, acceptable to the Representative. (n) For a period of five (5) years after the date of this Agreement, the Company shall furnish each of the Underwriters without charge, the following: (i) within ninety (90) days after the end of each fiscal year, financial statements certified by the independent certified public accountants referred to in Section 4(m)(i) above, including a balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows, in each case for the Company and its then existing subsidiaries (if any), with, supporting schedules, prepared in accordance with generally accepted accounting principles, as at the end of such fiscal year and for the twelve (12) months then ended, accompanied by a copy of the certificate or report thereon of such independent certified public accountants; (ii) (x) for so long as the Company is a reporting company under any of Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”), promptly after filing with the Commission, copies of all reports and proxy soliciting material which the Company is required to file under the Exchange Act, or (y) at such times as the Company is not a reporting company under the aforesaid provisions of the Exchange Act, as soon as practicable after the end of each of the first three fiscal quarters of each fiscal year, financial statements of the Company, including a balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows as at the end of, or for each such fiscal quarter and the comparable period of the preceding year, which statements need not be audited. (iii) as soon as practicable after they have first been distributed to stockholders of the Company, copies of each annual and interim

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall will use its reasonable best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable effective, if it has not already become effective, and will not at any timeadvise you promptly and, whether before or after the effective date of the Registration Statementif requested by you, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if Statement has become effective and the provisions time and date of Rule 430A promulgated under the Act will be relied upon, when any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus has been filed in accordance with said Rule 430A and when the time and date that any post-effective amendment to the Registration Statement becomes effective; , (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; such purposes and (v) within the period of time referred to in Section 5(h) hereof, of any request by change in the Commission for Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of any amendment event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any amendment material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement to the Prospectus (as then amended or for additional informationsupplemented) to comply with the Act or any other law. If at any time the Commission or shall issue any state securities commission shall enter a stop order or suspend such qualification at any timesuspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain promptly the withdrawal or lifting of such orderorder at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) under the Act before the close of business on the first business day immediately following the date hereof. (b) The Company will furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company shall will promptly file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant any amendment or supplement to Rule 424(b)(1) (orthe Registration Statement or the Prospectus that may, if applicable and if consented to in the judgment of the Company or the Representative be required by the Representative, pursuant to Rule 424(b)(4)) not later than Act or requested by the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice furnish a copy of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Registration Statement or to the Prospectus (including or any revised prospectus which the Company proposes Issuer Free Writing Prospectus to you and counsel for use by the Underwriters in connection and obtain your consent prior to filing any of those with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall objectCommission. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior will not make any offer relating to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees Common Stock that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualificationwould constitute an Issuer Free Writing Prospectus without your prior consent. (f) During the time when a prospectus is required to be delivered under the Act, the The Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities will retain in accordance with the provisions hereof Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and the Prospectus, or any amendments or supplements thereto. If if at any time when a prospectus relating to after the Securities is required to be delivered under the Act, date hereof any event events shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the which any Issuer Free Writing Prospectus, as then amended or supplemented, includes would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document (if required to be stated filed pursuant to the Act) and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance; (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly and forthwith prepare and and, subject to Section 5(a) hereof, file with the Commission and use its reasonable best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counselthereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (i) During the Prospectus Delivery Period, the Company will furnish file all documents required to be filed with the Underwriters copies Commission pursuant to Sections 13, 14 and 15 of such amendment or supplement as soon as available the Exchange Act in the manner and in such quantities as within the Underwriters may requesttime periods required by the Exchange Act. (gj) As soon The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as practicable, but you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event not later than fortythat the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. The Company will use its best efforts to qualify or register its Common Stock for sale in non-five issuer transactions under (45or obtain exemptions from the application of) days the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for a period of one year after the end date hereof. (k) The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders a consolidated earnings statement (in form complying with the provisions of the 12Rule 158), which need not be audited, covering a twelve-month period beginning on the day commencing after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in and the event that Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such fiscal quarter is the end of the Company's fiscal year)period, the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an which consolidated earnings statement which will be in the detail required by, and will otherwise comply with, shall satisfy the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (hl) During a the period of five (5) ending three years after from the date hereof, upon receipt of a written request from you, the Company will furnish to its stockholdersyou and, as soon as practicableupon your request, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports to each of earningsthe other Underwriters, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies a copy of all reports (financial each proxy statement, quarterly or other) annual report or other report of the Company mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to stockholders or filed with the Commission, the NASD Financial Industry Regulatory Authority, Inc. (“FINRA”) or the Nasdaq Stock Market (“NASDAQ”) or any national securities exchange; exchange and (vii) every press release and every material news item or article of interest from time to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional time such other information of a public nature concerning the Company as you may reasonably request. (and m) If this Agreement shall terminate or shall be terminated after execution pursuant to any future subsidiaryprovision hereof (except pursuant to a termination under Section 12 hereof) or its businesses which if this Agreement shall be terminated by the Representative may request. During such seven-year periodUnderwriters because of any inability, if failure or refusal on the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and its subsidiary(iesthe other Underwriters for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by you) are consolidated, and will be accompanied reasonably incurred by similar financial statements for any significant subsidiary which is not so consolidatedyou in connection herewith. (in) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the jurisdiction caption “Use of incorporation of Proceeds” in the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockProspectus. (jo) The Company will furnish to the Representative or For a period commencing on the Representative's order, without charge, at such place as date hereof and ending on the Representative may designate, copies 90th day after the date of each Preliminary Prospectus, the Registration Statement and any preProspectus (the “Lock-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibitsUp Period”), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, (1) offer to sellfor sale, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into, exercisable into or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either other than Common Stock issued pursuant to Rule 144 of the Rules and Regulations employee benefit plans, qualified stock option plans or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing other employee compensation plans existing on the effective date of the Registration Statementhereof or pursuant to currently outstanding options, the Company shall not, without the prior written consent of the Representative, sell, contract warrants or offer to sell, issue, transfer, assign, pledge, distributerights), or otherwise dispose of, directly sell or indirectly, any shares of Common Stock or any grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options, rights or other instruments pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock. On , whether any such transaction described in clause (1) or before (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the Closing registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause each officer and director of the Company set forth on Schedule III hereto to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company shall deliver instructions issues an earnings release or announces material news or a material event relating to the Transfer Agent authorizing it Company occurs or (2) prior to place appropriate legends on the certificates representing the securities subject to expiration of the Lock-up Agreements and to place appropriate stop transfer orders Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the Company's ledgerslast day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waive such extension in writing. (lp) Neither The Company will comply with all provisions of any undertakings contained in the Company, the Subsidiary, nor Registration Statement. (q) The Company will not at any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will taketime, directly or indirectly, take any action designed todesigned, or which might in the future reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any securities the shares of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period facilitate the sale or resale of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation any of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the CompanyShares. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date The Company will timely file with NASDAQ all documents and notices required by NASDAQ of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) yearscompanies that have or will issue securities that are traded on NASDAQ. (s) The Company hereby agrees that it will notshall engage and maintain, for at its expense, a period of twelve (12) months from transfer agent and, if necessary under the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any jurisdiction of its executive officers incorporation or directors or to the rules of any holder of 5% or more of national securities exchange on which the Common Stock is listed, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares Units by the Underwriters of which the Representative Representatives shall not previously have been advised and furnished with a copy, or to which the Representative Representatives shall have reasonably objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative Representatives and confirm the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the RepresentativeRepresentatives) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the RepresentativeRepresentatives, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative Representatives with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative Representatives or ▇▇▇▇Orri▇▇, ▇▇▇▇rr▇▇▇▇▇▇ & ▇▇▇▇utc▇▇▇▇▇ LLP ▇▇▇ ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the RepresentativeRepresentatives, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative Representatives may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative Representatives agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative Representatives promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be reasonably satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-forty- five (45) days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the RepresentativeRepresentatives, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the RepresentativeRepresentatives: (i) i. concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) . concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) . as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) . as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) v. every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) . any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative Representatives may request. During such sevenfive-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent and warrant agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockStock and Redeemable Warrants. (j) The Company will furnish to the Representative Representatives or on the Representative's Representatives' order, without charge, at such place as the Representative Representatives may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative Representatives may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative Representatives with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve nine (129) months from the effective date of the Registration Statement, each of the Company's stockholders officers, directors and holders collectively of eighty-five percent (85%) or more of the Common Stock of the Company or securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 9 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the RepresentativeRepresentatives, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock; provided, however, that the Company and any subsidiaries may sell or offer for sale any of their respective securities without the consent of the Representatives (i) pursuant to the exercise of options and warrants issued and outstanding on the date hereof and disclosed in the Prospectus; (ii) pursuant to incentive stock or options granted to officers, directors, employees or consultants at not less than eighty-five percent (85%) of the current market price of such security on the date of the issuance of such incentive stock or options, provided that such incentive stock or options are issued prior to the effective date of the Registration Statement (for a period of nine (9) months thereafter, such incentive stock or options may only be issued at the higher of (a) market price of the Common Stock or (b) the initial public offering price of the Units except for up to an aggregate 100,000 shares of stock or options issued to new employees of the Company and/or to non-officer or director employees on a merit basis); (iii) in connection with any bona fide merger, acquisition, joint venture or similar corporate partnering transaction, equipment leasing transaction or facilities construction transaction with Promega Corporation or with any non-affiliate of the Company, and/or with Eli ▇▇▇l▇ & ▇ompany, or (iv) in connection with a follow-on offering of the Company's securities to the public or in a private placement. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. The Company further covenants that it will not file a registration statement with the Commission during the nine (9) month period commencing on the effective date of the Registration Statement. (l) Neither None of the Company, nor to the Subsidiarybest knowledge of the Company, nor any of their respective its officers, directors, stockholders, nor any of their respective its affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative Representatives as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty sixty (3060) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j6(l) and 6(m) hereof. (p) The Company shall cause the Units and the underlying Common Stock and Redeemable Warrants to be quoted listed on Amex Nasdaq and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation Nasdaq listing of the Units prior to their delisting and Common Stock and the Redeemable Warrants to the extent outstanding. (q) For a period of five three (53) years from the Closing Date, the Company shall furnish to the Representative Representatives at the Representatives' reasonable request and the Company's sole expense, (i) daily consolidated transfer sheets relating to the Units, Common Stock, Stock and Redeemable Warrants and (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Companysecurities. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇Mood▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti▇▇▇

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as followsthat: (a) The Company shall will use its reasonable best efforts to cause the Registration Statement Statement, if not effective at the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”), and any amendments thereto amendment thereof, to become effective as promptly as practicable and possible. Prior to the termination of the offering of the Securities, the Company will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Representative a copy for their review prior to filing and will not file any document under the Act such proposed amendment or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or supplement to which the Representative shall have objected reasonably objects. Subject to the foregoing sentence, if the Registration Statement has become or which becomes effective pursuant to Rule 430A, or filing of the Prospectus is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereofotherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative and confirm the notice in writing (i) when the Registration Statement, as amendedif not effective at the Execution Time, becomes shall have become effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, (ii) when the Prospectus has Prospectus, and any supplement thereto, shall have been filed in accordance (if required) with said the Commission pursuant to Rule 430A and 424(b) or when any post-effective Rule 462(b) Registration Statement shall have been filed with the Commission, (iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement becomes shall have been filed or become effective; , (iiiv) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or of any additional information, (v) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or threatening of proceedings any proceeding for that purpose; purpose and (iiivi) of the issuance receipt by the Commission or by any state securities commission Company of any proceedings for notification with respect to the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for that such purpose; . The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (ivb) If, at any time when a prospectus relating to the Securities is required to be delivered under the 1933 Act and the 1933 Act Regulations promulgated thereunder, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the 1933 Act and the 1933 Act Regulations promulgated thereunder, the Company promptly will (A) notify the Representative of any such event, (B) prepare and file with the Commission, subject to Section 5(a)(i), an amendment or supplement which will correct such statement or omission or effect such compliance and (C) supply any supplemented Prospectus to each of the Prospectus or for additional information. If the Commission or any state securities commission shall enter a stop order or suspend Underwriters in such qualification at any time, the Company will make every effort to obtain promptly the lifting of quantities as each such orderUnderwriter may reasonably request. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effectiveEffective Date, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (gd) As soon as practicable, but in any event not later than forty-five (45) 45 days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement Effective Date occurs (ninety (90) 90 days in the event that the end of such fiscal quarter is the end of the Company's ’s fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of 158 under the Rules and Regulations1933 Act, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the 1933 Act and Rule 158(a) of 158 under the Rules and Regulations, which statement need not be audited unless required by the 1933 Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (he) During a period of five (5) two years after from the date hereof, the Company will furnish to its stockholders, as soon as practicable, shareholders annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the Representative: (i1) concurrently with furnishing such the above-mentioned quarterly reports to its stockholdersshareholders, statements of income of the Company for each quarter quarter, in the form furnished to the Company's stockholders ’s shareholders and certified by the Company's ’s principal financial or accounting officer; (ii2) concurrently with furnishing such the above-mentioned annual reports to its stockholdersshareholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' shareholders’ equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate report thereon of independent certified public accountants; (iii3) as soon as they are available, copies of all reports (financial or other) mailed to stockholdersshareholders; (iv4) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, Commission or securities exchange on which any class of securities of the NASD or any securities exchange;Company is listed; and (v5) every press release and every material news item or article of interest to the financial community in respect of the Company, Company or its affairs, affiliates which was released or and prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which . Delivery to the Representative may request. During such seven-year period, if will be deemed to have been made to the extent the Company has an active subsidiary, filed the foregoing financial statements will be on a consolidated basis to above-referenced materials (including those in Section 5(d) above) with the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidatedCommission. (f) For a period of one year from the Closing Date, the Company shall furnish to the Representative, at the Representative’s request and at the Company’s sole expense, on a quarterly basis (i) The a readily available list of the securities positions of participants in the Depository Trust Company will maintain a in the Common Stock and (ii) as provided from the transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of to the Company, a Registrar (which may be list of holders of all of the same entity as the Transfer Agent) for its Common StockCompany’s securities. (jg) The Company will furnish to the Representative or on the Representative's orderand Underwriters’ Counsel, without charge, at such place as the Representative may designate, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act and the 1933 Act Regulations promulgated thereunder, as many copies of each Preliminary Prospectus, Prospectus and the Registration Statement Prospectus and any pre-effective or post-effective amendments supplement thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may reasonably request. (kh) On or before At the effective date of the Registration StatementExecution Time, the Company Underwriter shall provide have received an agreement substantially in the Representative with true original copies form of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve Exhibit A hereto signed by the persons or entities listed on Schedule D hereto (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "“Lock-up Up Agreements"”). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ’s ledgers, subject to the terms and conditions of the Lock-Up Agreements. (li) Neither The Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the Representative for a period of 120 days (“Lock Up Period”) after the Execution Date (as defined herein). The foregoing restriction will not apply to the filing of a registration statement on Form S-8 under the Securities Act to register securities issuable under the Company’s existing employee benefit plans, issuance of Common Stock upon exercise of an existing option or warrant or conversion of existing preferred stock, or the SubsidiaryCompany’s granting of awards pursuant to the Company’s existing employee benefit plans. (j) Prior to the completion of the distribution of the Securities by the Underwriters, neither the Company nor any of their respective officers, directors, stockholders, its officers or directors nor any of their respective affiliates (within the meaning of the Rules and RegulationsExchange Act) will take, and will use their reasonable best efforts to prevent any 5% shareholder from taking, directly or indirectly, any action designed to, or which might in the future reasonably be expected to to, cause or result in, under the Exchange Act and the rules and regulations thereunder or otherwise, stabilization or manipulation of the price of the Common Stock or any securities other reference security with respect to the Common Stock, whether to facilitate the sale or resale of the CompanySecurities or otherwise, and the Company will, and will use reasonable efforts to cause each of its affiliates to, comply with all applicable provisions of Regulation M in connection with the distribution of the Securities. (mk) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "“Use of Proceeds" ” in the Prospectus. No Except as described in the Prospectus, no portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (nl) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the 1933 Act, the Exchange Act, Act and the Rules rules and Regulations, regulations promulgated thereunder and all such reports, forms and documents filed will comply as to form and substance in all material respects with the applicable requirements under the 1933 Act, the Exchange Act, Act and the Rules rules and Regulationsregulations promulgated thereunder. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (pm) The Company shall cause the Common Stock Securities to be quoted listed, subject to notice of issuance, on Amex and, for a period of five (5) years from the date hereof, American Stock Exchange and shall use its reasonable best efforts to maintain the Amex quotation listing of the Common Stock to by the extent outstanding. (q) For a period American Stock Exchange for so long as shares of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value Stock are listed on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangementsAmerican Stock Exchange. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative Representatives shall not previously have been advised and furnished with a copy, or to which the Representative Representatives shall have objected or which is not in compliance with the Act, the Exchange Act or and the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative Representatives and confirm the notice in writing writing, (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; , (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; , (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; , (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission authority shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the RepresentativeRepresentatives) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the RepresentativeRepresentatives, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth fifteenth business day after the effective date of the Registration Statement. (d) The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative Representatives with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative Representatives or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") ), shall object. (e) The Company shall endeavor in good faith, in cooperation with the RepresentativeRepresentatives, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative Representatives may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees Representatives agree that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative Representatives promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) 45 days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) 90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the RepresentativeRepresentatives, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) 12 consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) seven years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, stockholders annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the RepresentativeRepresentatives: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate report thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, affairs which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative Representatives may request. During such seven-year five (5)-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) subsidiary are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") Agent and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative Representatives or on the Representative's Representatives' order, without charge, at such place as the Representative Representatives may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as reasonably available and in such quantities as the Representative Representatives may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative Representatives with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, which for a period of twelve (12) months from the effective date of the Registration Statement, each Statement all officers and directors of the Company's stockholders Company and all holders of shares of the Common Stock of the Company or securities exercisable or exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she issued and outstanding will not, directly or indirectly, issue, not offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or such securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior written consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. During the twelve (12) month period commencing with the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representatives, sell, contract or offer to sell, issue, transfer, assign, pledge, hypothecate, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock except up to (i) shares of Common Stock issuable upon exercise of outstanding stock options, and (ii)________ shares of Common Stock reserved for future issuance under the Company's 1999 Performance Equity Plan. During the twelve (12) month period commencing with the effective date of the Registration Statement, the Company shall not file any registration statement with the Securities and Exchange Commission on Form S-8 without the prior written consent of the Representatives. (l) Neither the Company, the Subsidiary, nor any of their respective its officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No Except as described in the Prospectus, no portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company or any securities of Enviro-Clean of America, Inc. The Company agrees that for a period of eighteen (18) months, it will not permit any subsidiary of the Company to purchase, redeem or otherwise acquire or retire for value any equity securities of the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative Representatives as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters letter to be furnished pursuant to Sections 6(jSection 6(i) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, Nasdaq or a National Securities exchange and for a period of five seven (57) years from the date hereof, and use its best efforts to maintain the Amex Nasdaq quotation or exchange listing of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative Representatives at the Representatives' request and at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business 30 days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after from the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five seven (57) years. (s) The Company hereby agrees that it will not, not for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell sale of any option, warrant shares of Common Stock or other contract right securities of the Company (xi) in an amount greater than an aggregate of 2,000,000 shares of Common Stock, (ii) at an exercise or sale price that is per share less than the greater of the public offering price of the Shares set forth herein and the fair market value of the Common Stock on the date of grant or sale or sale, (yiii) to any direct or indirect beneficial holder on the date hereof of its executive officers or directors or to any holder of 5more than 10% or more of the issued and outstanding shares of Common Stock; , (iiiv) with the payment for such securities with any form of consideration other than cash; , (v) upon payment of less than the full purchase or (iii) exercise price for such shares of Common Stock or other securities of the existence of stock appreciation rights, phantom options or similar arrangementsCompany. (t) Until the completion of the distribution of the SecuritiesShares, and for 25 days thereafter, the Company shall not, not without the prior written consent of the Representative Representatives and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five seven (57) years from the date hereof, and (ii) the sale to the public of the Representative's SecuritiesRepresentatives' Shares, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effectiCompan

Covenants and Agreements of the Company. The Company covenants and agrees with each of the Underwriters as followsMP Securities: (a) The Company shall use its best efforts to cause the Registration Statement and To make no amendment or any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus unless MP Securities is given a copy of such proposed amendment or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copysupplement; to advise MP Securities, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge promptly after it receives notice thereof, the Company will advise the Representative and confirm the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission any state, federal or other regulatory authority of any stop order or of any order preventing or suspending the initiationuse of any Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the threatening, initiation or threatening of any proceeding suspending for any such purpose, or of any request by any regulatory authority for the effectiveness amending or supplementing of the Registration Statement Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectussuspending any such qualification, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment promptly to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every effort use its best efforts to obtain promptly the lifting withdrawal of such order.; (cb) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the To furnish MP Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any the Prospectus in such amendment or supplement a reasonable amount of time prior to such proposed filing or use, quantities as the case MP Securities may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in forcereasonably request, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectusand, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, if any event shall have occurred as a result of which, in which the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes Prospectus would include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or if it is necessary at any supplement the Prospectus, to notify MP Securities and upon MP Securities’ request to prepare and furnish without charge to MP Securities as many copies as MP Securities may from time to amend time reasonably request of an amended Prospectus or a supplement to the Prospectus to comply with which will correct such statement or omission or effect compliance; (c) To use the Act, net proceeds received by it from the Company will notify the Representative promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 sale of the Act, each such amendment or supplement Notes pursuant to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, this Agreement in the manner specified in Rule 158(bthe Prospectus under the caption “Use of Proceeds”; (d) There has been no material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, in the earnings, business or operations of the Rules Company and Regulationsits subsidiaries, taken as a whole, except as set forth in the Prospectus; (e) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its respective obligations under this Agreement, the Indenture, or the Notes or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (f) The Company is not, and after giving effect to the Representative, an earnings statement which will be offering and sale of the Notes and the application of the proceeds thereof as described in the detail Prospectus, the Company will not be required byto register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Except as described in the Prospectus, (i) the Company has good and marketable title to all real property and good and marketable title to all personal property it owns and all mortgage notes and debt securities it owns which are material to its business, taken as a whole. In each case, the Company has ownership free and clear of all liens, encumbrances and defects except those which do not materially affect the value of such property and do not materially interfere with the use made, and will otherwise comply withproposed to be made, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required such property by the ActCompany; and (ii) any real property and buildings held under lease by the Company are held by it under valid, covering a period subsisting and enforceable leases with such exceptions as are not material to the Company and do not materially interfere with the use made and proposed to be made of at least twelve (12) consecutive months after such property and buildings by the effective date of the Registration Statement.Company; (h) During The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state or other regulatory authorities necessary to conduct its business as presently conducted, except as described in the Prospectus or where the failure to possess such certificates, authorizations and permits would not, singly or in the aggregate, have a period material adverse effect on the Company, taken as a whole; and no officer or representative of five (5) years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports has received any notice of earnings, and will deliver proceedings relating to the Representative:revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company, taken as a whole, except as described in the Prospectus; and (i) concurrently with furnishing such quarterly reports to its stockholders, The consolidated financial statements of income of the Company for each quarter and the related notes thereto included in the form furnished to Registration Statement and the Company's stockholders Prospectus comply in all material respects with the applicable requirements of the 1933 Act and certified by the Company's principal related rules and regulations of the Commission; present fairly in all material respects the financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet position of the Company and its consolidated subsidiaries as at the end of the preceding fiscal year, together with statements dates indicated and the results of operations, stockholders' equity, operations and cash flows of the Company and its consolidated subsidiaries for such fiscal year, accompanied by the periods specified; and have been prepared in conformity with U.S. generally accepted accounting principles applied on a copy of consistent basis throughout the certificate thereon of independent certified public accountants; periods covered thereby (iii) except as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Companynoted therein); and (vik) any additional information of a public nature concerning No relationship, direct or indirect, exists between the Company (or any of its owners, managers, directors, officers, employees, representatives, or agents that is required by the 1933 Act to be described in the Prospectus and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" described in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall will use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable effective, if it has not already become effective, and will not at any timeadvise you promptly and, whether before or after the effective date of the Registration Statementif requested by you, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if Statement has become effective and the provisions time and date of Rule 430A promulgated under any filing of any post-effective amendment to the Act will be relied upon, when Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus has been filed in accordance with said Rule 430A and when the time and date that any post-effective amendment to the Registration Statement becomes effective; , (ii) if Rule 430B under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; such purposes and (v) within the period of time referred to in Section 5(h) hereof, of any request by change in the Commission for Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of any amendment event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any amendment material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement to the Prospectus (as then amended or for additional informationsupplemented) to comply with the Act or any other law. If at any time the Commission or shall issue any state securities commission shall enter a stop order or suspend such qualification at any timesuspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain promptly the withdrawal or lifting of such orderorder at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) under the Act. (b) The Company will furnish to you, without charge, two copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company shall will promptly file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Registration Statement or the Prospectus (including any revised prospectus which that may, in the judgment of the Company proposes for use or the Representative, be required by the Underwriters in connection with Act or requested by the offering Commission. (d) During the Prospectus Delivery Period, the Company will furnish a copy of the Securities which differs from the corresponding prospectus on file at the Commission at the time any amendment or supplement to the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant the Prospectus or any Issuer Free Writing Prospectus to Rule 424(b) of the Rules you and Regulations), counsel for Underwriters and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time obtain your consent prior to such proposed filing or use, as any of those with the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall objectCommission. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior will not make any offer relating to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees Common Stock that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualificationwould constitute an Issuer Free Writing Prospectus without your prior consent. (f) During the time when a prospectus is required to be delivered under the Act, the The Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities will retain in accordance with the provisions hereof Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and the Prospectus, or any amendments or supplements thereto. If if at any time when a prospectus relating to after the Securities is required to be delivered under the Act, date hereof any event events shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the which any Issuer Free Writing Prospectus, as then amended or supplemented, includes would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance; (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Prospectus or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be stated set forth in the Prospectus (as then amended or supplemented) or should be set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly and forthwith prepare and and, subject to Section 5(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counselthereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. In addition, during the Prospectus Delivery Period, the Company will furnish file all documents required to be filed with the Underwriters copies Commission pursuant to Sections 13, 14 and 15 of such amendment or supplement as soon as available the Exchange Act in the manner and in such quantities as within the Underwriters may requesttime periods required by the Exchange Act. (gi) As soon The Company will use its reasonable best efforts to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as practicable, but you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any event jurisdiction where it is not later now so qualified or to take any action that would subject it to general service of process in suits, other than forty-five (45) days after the end those arising out of the 12offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. The Company will use its reasonable best efforts to qualify or register its Common Stock for sale in non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for so long as is required for the distribution of the Shares. (j) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the provisions of Rule 158), which need not be audited, covering a twelve-month period beginning on the day commencing after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in and the event that Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such fiscal quarter is the end of the Company's fiscal year)period, the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an which consolidated earnings statement which will be in the detail required by, and will otherwise comply with, shall satisfy the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (hk) During a the period of five (5) ending three years after from the date hereof, the Company will furnish to its stockholdersyou and, as soon as practicableupon your request, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports to each of earningsthe other Underwriters, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies a copy of all reports (financial each proxy statement, quarterly or other) annual report or other report of the Company mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to stockholders or filed with the Commission, the NASD Financial Industry Regulatory Authority, Inc. (“FINRA”) or the Nasdaq Stock Market (“Nasdaq”) or any national securities exchange; exchange and (vii) every press release and every material news item or article of interest from time to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional time such other information of a public nature concerning the Company (and any future subsidiaryas you may reasonably request; provided that the Company’s obligation pursuant to this Section 5(k) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will shall be on a consolidated basis satisfied to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for files or furnishes any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative such document or report on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgersE▇▇▇▇. (l) Neither If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except pursuant to a termination under Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the CompanyUnderwriters because of any inability, failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the SubsidiaryCompany agrees to reimburse you and the other Underwriters for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules but excluding wages and Regulationssalaries paid by you) will take, directly or indirectly, any action designed to, or which might reasonably incurred by you in the future reasonably be expected connection herewith in an amount not to cause or result in, stabilization or manipulation of the price of any securities of the Companyexceed $20,000. (m) The Company shall will apply the net proceeds from the sale of the Securities Shares to be sold by it hereunder in accordance in all material respects with the manner, and subject to statements under the conditions, set forth under "caption “Use of Proceeds" ” in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each the several Underwriters participating in the offering of the Underwriters as followsUnderwritten Securities that: (a) The Company shall use its best efforts to cause Immediately following the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date execution of the Registration Statementapplicable Terms Agreement, file any amendment to the Registration Statement or supplement to Company will prepare a Prospectus Supplement setting forth the principal amount of Underwritten Securities covered thereby and their terms not otherwise specified in the Prospectus or file the Indenture, as the case may be, pursuant to which the Underwritten Securities are being issued, the names of the Underwriters participating in the offering and the principal amount of Underwritten Securities which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, if any, the selling concession and reallowance, if any, any document under delayed delivery arrangements, and such other information as you and the Act or Exchange Act before termination of Company deem appropriate in connection with the offering of the Shares by Underwritten Securities; and the Underwriters Company will promptly transmit copies of which the Representative shall not previously have been advised and furnished with a copy, or Prospectus Supplement to which the Representative shall have objected or which is not in compliance with Commission for filing pursuant to Rule 424(b) of the Act, the Exchange 1933 Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Representative and confirm the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) you promptly of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of any proceedings for that purpose; (iii) , and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting thereof, if issued. The Company will advise you promptly of the issuance by transmittal to the Commission or by any state securities commission for filing of any proceedings for Prospectus Supplement or other supplement or amendment to the suspension of Prospectus or any document to be filed pursuant to the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) 1▇▇▇ ▇▇▇. The Company will advise you promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information. (c) If the Company elects to rely on Rule 434 under the 1933 Act Regulations, the Company will prepare an abbreviated term sheet that complies with the requirements of Rule 434 under the 1933 Act Regulations and the Company will provide the Underwriters with copies of the form of Rule 434 Prospectus, in such number as the Underwriters may reasonably request, and file or transmit for filing with the Commission the form of Prospectus complying with Rule 434(c)(2) of the 1933 Act in accordance with Rule 424(b) of the 1933 Act by the close of business in New York on the business day immediately succeeding the date of the Terms Agreement. (d) At any time when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Underwritten Securities, the Company will give you notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If Prospectus, whether pursuant to the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time1933 Act, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) 1934 Act or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations)otherwise, and will furnish the Representative you with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may befiling, and will not file any such prospectus amendment or supplement or other documents in a form to which you or counsel for the Representative Underwriters shall reasonably object in writing or ▇▇▇▇▇▇which is not in material compliance with the 1933 Act, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall objectthe 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, as applicable. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior will deliver to the time each Underwriter a signed copy of the Registration Statement becomes effective, as originally filed and of each amendment thereto (including exhibits filed therewith and documents incorporated by reference therein pursuant to qualify the Securities for offering and sale Item 12 of Form S-3 under the securities laws 1▇▇▇ ▇▇▇) and will also deliver to such Underwriter a conformed copy of such jurisdictions the Registration Statement as the Representative may designate to permit the continuance originally filed and of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such each amendment thereto (including documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required incorporated by the laws of such jurisdiction to continue such qualificationreference but without exhibits). (f) During The Company will furnish to each Underwriter, from time to time during the time period when a prospectus the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Underwritten Securities, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the 1933 Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of 1934 Act or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. 1934 Act Regulations. (g) If at any time after the effective date of the Registration Statement when a prospectus relating to the Underwritten Securities is required to be delivered under the Act, 1933 Act or the 1934 Act any event shall have occurred relating to or affecting the Company occurs as a result of which, in which the opinion of counsel for the Company Prospectus or Underwriters' Counsel, the Prospectus, any other prospectus as then amended or supplemented, includes in effect would include an untrue statement of a material fact fact, or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the 1933 Act or the 1934 Act, the Company will promptly notify the Representative promptly you thereof and prepare and file with the Commission an appropriate amendment will amend or supplement in accordance with Section 10 of the Registration Statement or the Prospectus to correct such statement or omission whether by filing documents pursuant to the 1933 Act, each the 1934 Act or otherwise, as may be necessary to correct such amendment untrue statement or supplement omission or to be satisfactory to Underwriters' Counselmake the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Underwriters a reasonable number of copies of such amendment or supplement supplement. (h) The Company will cooperate with the Underwriters to enable the Underwritten Securities and the Common Shares issuable upon conversion of the Securities, if any, to be qualified for sale under the securities laws and real estate syndication laws of such jurisdictions as soon you may designate and at the request of the Underwriters will make such applications and furnish such information as available may be required of it as the issuer of the Underwritten Securities and the Common Shares issuable upon conversion of the Securities, if any, for that purpose; provided, however, that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such quantities jurisdiction. The Company will, from time to time, prepare and file such statements and reports as are or may be required of it as the issuer of the Underwritten Securities and the Common Shares issuable upon conversion of the Securities, if any, to continue such qualifications in effect for so long a period as the Underwriters may requestreasonably request for the distribution of the Underwritten Securities; and in each jurisdiction in which the Underwritten Securities and the Common Shares issuable upon conversion of the Securities, if any, have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required for the distribution of the Underwritten Securities and the Common Shares issuable upon conversion of the Securities, if any; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction where it is not so qualified. (gi) As With respect to each sale of Underwritten Securities, the Company will make generally available to its security holders as soon as practicable, but in any event not no later than forty-five (45) 60 days after the end close of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representativecovered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) which will be in the reasonable detail required by, (but which need not be audited) and which will otherwise comply with, the provisions of with Section 11(a) of the 1933 Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve months beginning not later than the first day of the Company’s fiscal quarter next following the “effective date” (12as defined in said Rule 158) consecutive months after the effective date of the Registration Statement. (hj) The Company will furnish to its shareholders annual reports containing financial statements certified by independent registered public accounting firms and with quarterly summary financial information in reasonable detail which may be unaudited. During a the period of five (5) years after from the date hereof, the Company will furnish deliver to you and, upon request, to each of the other Underwriters, (i) copies of each annual report of the Company and each other report furnished by the Company to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, shareholders; and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholdersyou, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual as soon as they are available, copies of any other reports to its stockholders, a balance sheet of (financial or other) which the Company shall publish or otherwise make available to any of its security holders as at the end of the preceding fiscal year, together with statements of operations, stockholders' equitysuch, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all any reports and financial statements furnished to or filed with the Commission, the NASD Commission or any national securities exchange; (v) every press release and every material news item or article of interest to . In the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if event the Company has an active subsidiarysubsidiaries, the foregoing such financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) subsidiaries are consolidated, and will be accompanied by similar consolidated in reports furnished to its shareholders generally. Separate financial statements shall be furnished for any all subsidiaries whose accounts are not consolidated but which at the time are significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under subsidiaries as defined in the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request1933 Act Regulations. (k) On or before The Company will use the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months net proceeds received by it from the effective date sale of Underwritten Securities in the Registration Statement, each manner specified in the Prospectus under “Use of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgersProceeds.” (l) Neither The Company will use its best efforts to continue to meet the Company, requirements to qualify as a REIT under the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within Code for the meaning taxable year in which sales of the Rules and Regulations) will takeUnderwritten Securities are to occur, directly or indirectly, any action designed to, or which might unless otherwise specified in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the CompanyProspectus. (m) The Company shall apply Company, during the net proceeds from period when the sale Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Securities in Underwritten Securities, will file promptly all documents required to be filed with the mannerCommission pursuant to Section 13, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion 14 or 15 of the net proceeds will be used, directly or indirectly, to acquire any securities issued 1934 Act within the time periods prescribed by the Company1934 Act and the 1934 Act Regulations. (n) The Company shall timely file all will not, between the date of the applicable Terms Agreement and the termination of any trading restrictions or the Closing Time, whichever is later, with respect to the Underwritten Securities covered thereby, without your prior written consent, offer or sell, grant any option for the sale of, or enter into any agreement to sell, any debt securities of the Company with a maturity of more than one year (other than the Underwritten Securities which are to be sold pursuant to such reportsTerms Agreement), forms or other documents if such Terms Agreement relates to Senior Securities or Subordinated Securities that are convertible into Common Shares, any Common Shares or any security convertible into Common Shares (except for Common Shares issued pursuant to reservations, agreements, employee benefit plans, dividend reinvestment plans, or employee stock option plans), except as may otherwise be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with provided in the applicable requirements under the Act, the Exchange Act, and the Rules and RegulationsTerms Agreement. (o) The If applicable, the Company shall furnish will reserve and keep available at all times, free of preemptive rights or other similar rights, a sufficient number of Common Shares for the purpose of enabling the Company to the Representative as early as practicable prior satisfy any obligations to each issue such shares upon conversion of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereofSecurities. (p) The If applicable, the Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, will use its best efforts to maintain the Amex quotation of list the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act Shares issuable upon conversion of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant New York Stock Exchange or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of national exchange on which the Company's business consistent with past practices with respect to the Company's operations’s Common Shares are then listed. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the Underwriters as followsUnderwriter that: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) Underwriter promptly of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of any proceedings for that purpose; (iii) , and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting thereof, if issued. With respect to the sale of the issuance by Offered Certificates, the Commission or by any state securities commission of any proceedings for Company will advise the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) Underwriter promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If , and will not at any time file any amendment to the Registration Statement or amendment of or supplement to the Prospectus which shall not previously have been submitted to the Underwriter a reasonable time prior to the proposed filing thereof or to which the Underwriter shall reasonably object in writing or which is not in compliance with the Act and the Rules and Regulations. (b) The Company will prepare and file the Prospectus with the Commission or any state securities commission shall enter a stop order or suspend such qualification at any timepursuant to and in accordance with Rule 424. Subject to the Underwriter's compliance with its obligations pursuant to Section 5 of this Agreement, the Company shall file with the Commission under cover of Form 8-K (i) Evaluation Models-Materials and Structural Term Sheets concurrently with the filing of the Prospectus pursuant to Rule 424(b) under the Act or on such earlier date as the Underwriter may reasonably request and (ii) Collateral Term Sheets within two (2) Business Days after such Collateral Term Sheets are made available to prospective investors. Notwithstanding the foregoing, the Company shall not be obligated to file any such Evaluation Models-Materials or ABS Term Sheets that it has determined contain any material error or omission. The Company will make every effort notify the Underwriter prior to obtain promptly the lifting Company's election not to file Evaluation Models-Materials or ABS Term Sheets due to the Company's determination that such Evaluation Models-Materials or ABS Term Sheets contain a material error or omission. In the event of such orderany delay in the delivery by the Underwriter to the Company of the Evaluation Models-Materials or ABS Term Sheets required by Section 5(a) of this Agreement or the independent certified public accountants' letter or letters required to be delivered in accordance with Section 5(b) of this Agreement, the Company shall have the right to delay the Closing Date and to take other appropriate actions. (c) The Company shall will prepare and file with the Commission, promptly upon the request of the Underwriter, any amendment of or supplement to the Registration Statement or the Prospectus which in the opinion of the Underwriter may be necessary to enable the Underwriter to continue the distribution of the Offered Certificates and will use its best efforts to cause the same to become effective (in form and substance satisfactory to the Representativeif applicable) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1as promptly as possible. (d) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day If at any time after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment , a prospectus relating to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus Offered Certificates is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred occurs as a result of which, in which the opinion of counsel for the Company Prospectus or Underwriters' Counsel, the Prospectus, any other prospectus as then amended or supplemented, includes an in effect would include any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company will promptly notify the Representative promptly Underwriter thereof and will prepare and file with an amended or supplemented prospectus which will correct such statement or omission or effect such compliance; and, in case the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement Underwriter is required to be satisfactory to Underwriters' Counsel, and the Company will furnish deliver a prospectus relating to the Underwriters copies of such amendment Offered Certificates nine months or supplement as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) days more after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock. (j) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by Prospectus, the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause upon the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation request of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative Underwriter and at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all expense of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel Underwriter, will prepare promptly such prospectus or prospectuses as may be necessary to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A permit compliance with the Commission providing for the registration under the Exchange Act requirements of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effectiSection 10(a)(3)

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) a. The Company shall will use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable effective, if it has not already become effective, and will not at any timeadvise you promptly and, whether before or after the effective date of the Registration Statementif requested by you, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice such advice in writing (i) when the Registration Statement, Statement has become effective (if not effective as amended, becomes effective, if of the provisions time and date of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A this Agreement) and when any post-effective amendment to the Registration Statement becomes effective; , (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of any request by the Commission for amendments or supplements to the Registration Statement, any Prepricing Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation (or threatened initiation, or the threatening, ) of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; such purposes and (v) within the period of time referred to in Section 5(e) below, of any request by change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of any event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at anytime the Commission for shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. If the Company elects to rely on Rule 434 under the Act, the Company will provide the Underwriters with copies of the form of Rule 434 Prospectus (including copies of a term sheet that complies with the requirements of Rule 434 under the Act), in such number as the Underwriters may reasonably request, and file with the Commission in accordance with Rule 424(b) of the Act the form of Prospectus complying with Rule 434(c) of the Act before the close of business on the first business day immediately following the date of this Agreement. If the Company elects not to rely on Rule 434 under the Act, the Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Act before the close of business on the first business day immediately following the date of this Agreement. b. The Company will furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. c. The Company will not file any Rule 462 Registration Statement or any amendment to the Registration Statement or make any amendment or supplement to the Prospectus unless (A) you shall have previously been advised thereof and been given a reasonable opportunity to review such filing, amendment or for additional information. If supplement, and (B) you have not reasonably objected to such filing, amendment or supplement after being so advised and having been given a reasonable opportunity to review same. d. Prior to the Commission or any state securities commission shall enter a stop order or suspend such qualification at any timeexecution and delivery of this Agreement, the Company has delivered or will make every effort deliver to obtain promptly you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the lifting Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of such orderthe Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following e. As soon after the execution and delivery of this Agreement as is practicable and (ii) thereafter from time to time for such period as in the fifth business day after reasonable opinion of counsel for the effective date Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer, and for so long a period as you may request for the distribution of the Registration Statement. (d) The Shares, the Company will give deliver to each Underwriter and each dealer, without charge, as many copies of the Representative notice Prospectus (and of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus (including and of any revised prospectus amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Company proposes for use Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not Shares and for such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount period of time prior to such proposed filing or use, thereafter as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action Prospectus is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required Act to be delivered under the Act, the Company shall use all reasonable efforts to comply in connection with all requirements imposed upon it sales by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of any Underwriter or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements theretodealer. If at any time when a prospectus relating prior to the Securities is required later of (i) the completion of the distribution of the Shares pursuant to be delivered the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the ActAct and Rule 174 thereunder, any event shall have occurred as a result occur that in the judgment of which, the Company or in the opinion of counsel for the Company or Underwriters' Counsel, Underwriters is required to be set forth in the Prospectus, Prospectus (as then amended or supplemented, includes an untrue statement of a material fact ) or omits to state any material fact required to should be stated set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly prepare and, subject to Sections 5(a) and prepare and 5(c) of this Agreement, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and will furnish to each Underwriter and to each dealer who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. f. The Company will cooperate with you and counsel for the Underwriters in connection with the registration or supplement in accordance with Section 10 qualification of the ActShares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. In each such amendment or supplement to be satisfactory to Underwriters' Counseljurisdiction in which the Shares shall have been qualified as above provided, and the Company will furnish to make and file such statements and reports in each year as are or may be required by the Underwriters copies laws of such amendment or supplement as soon as available and jurisdiction. In the event that the qualification of the Shares in such quantities as any jurisdiction is suspended, the Underwriters may requestCompany shall so advise you promptly in writing. (g) As soon as practicableg. The Company will make generally available to its security holders a consolidated earnings statement, but in any event which need not later than forty-five (45) days after the end of the 12be audited, covering a twelve-month period beginning on the day commencing after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in and the event that Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such fiscal quarter is the end of the Company's fiscal year)period, the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an which consolidated earnings statement which will be in the detail required by, and will otherwise comply with, shall satisfy the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by 158 under the Act, covering a and will advise you in writing when such statement has been made so available. h. During the period of at least twelve (12) consecutive months after ending three years from the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereofthis Agreement, the Company will furnish to its stockholdersyou and, as soon as practicableupon your request, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports to each of earningsthe other Underwriters, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies a copy of all reports (financial each proxy statement, quarterly or other) annual report or other report of the Company mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to stockholders or filed with the Commission, the NASD National Association of Securities Dealers, Inc. (the "NASD") or The Nasdaq Stock Market's National Market ("Nasdaq") or any securities exchange; exchange and (vii) every press release and every material news item or article of interest from time to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional time such other information of a public nature concerning the Company (as you may reasonably request. Until the termination of the offering of the Shares, the Company will timely file all documents, and any future subsidiaryamendments to previously filed documents, required to be filed by it pursuant to Sections 13, 14 or 15(d) of the Exchange Act. i. If this Agreement shall terminate or shall be terminated after execution pursuant to any provision of this Agreement (except pursuant to a termination under Section 11 of this Agreement) or its businesses which if this Agreement shall be terminated by the Representative may request. During such seven-year periodUnderwriters because of any inability, if failure or refusal on the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts part of the Company to perform any agreement in this Agreement or to comply with any of the terms or provisions of this Agreement or to fulfill any of the conditions of this Agreement, the Company agrees to reimburse you and its subsidiary(iesthe other Underwriters for all out-of- pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters) are consolidated, and will be accompanied reasonably incurred by similar financial statements for any significant subsidiary which is not so consolidatedyou in connection herewith. (i) j. The Company will maintain a transfer agent ("Transfer Agent") and, if necessary apply the net proceeds from the sale of the Shares to be sold by it under this Agreement in accordance in all material respects with the statements under the jurisdiction caption "Use of incorporation of Proceeds" in the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockProspectus. (j) The k. If Rule 430A under the Act is employed, the Company will furnish timely file the Prospectus pursuant to Rule 424(b) under the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies Act. l. For a period of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared 90 days after the effective date of the Registration StatementProspectus first filed pursuant to Rule 424(b) under the Act, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statementwithout your prior written consent, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale offer or purchase of, assign, transfer, pledge, hypothecate contract to sell or otherwise encumber or dispose of or transfer any shares of Common Stock or securities convertible into, exercisable into or exchangeable or exercisable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either collectively, "Company Securities") or any rights to purchase Company Securities, except to the Underwriters pursuant to Rule 144 this Agreement and except for grants of options pursuant to the Company's stock option plans in effect as of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of this Agreement, and except for the Registration Statement, the Company shall not, without the prior written consent issuance of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any in exchange for shares of Common Stock. On common stock of Pharmaceutical Buyers, Inc., pursuant to contracted obligations existing on the date of this Agreement. m. Prior to the Closing Date or before the Additional Closing Date, as the case may be, the Company shall deliver instructions will furnish to you, as promptly as possible, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the Transfer Agent authorizing it to place appropriate legends on periods covered by the certificates representing financial statements appearing in the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgersProspectus. (l) Neither n. The Company will comply with all provisions of any undertakings contained in the Company, the Subsidiary, nor Registration Statement. o. The Company will not at any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will taketime, directly or indirectly, indirectly take any action designed todesigned, or which might in the future reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any securities of the CompanyShares. (m) The p. If at any time during the 90-day period after the first date that any of the Shares are released by you for sale to the public, any rumor, publication, or event relating to or affecting the Company shall apply the net proceeds from the sale occur as a result of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as your opinion the market price of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock (including the Shares) has been or is likely to be quoted on Amex materially affected (regardless of whether such rumor, publication, or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, promptly consult with you concerning the advisability and substance of, and, if appropriate, disseminate, a press release or other public statement responding to or commenting on such rumor, publication, or event. q. The Company will use its best efforts to qualify or register its Common Stock for sale in non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading, and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangementsthis Agreement. (t) Until the completion r. The Company will timely file with Nasdaq all documents and notices required by Nasdaq of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly companies that have or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued will issue securities that are traded in the ordinary course of the Company's business consistent with past practices with respect to the Company's operationsover-the-counter market and quotations for which are reported by Nasdaq. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall will use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable effective, if it has not already become effective, and will not at any timeadvise you promptly and, whether before or after the effective date of the Registration Statementif requested by you, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and confirm the notice such advice in writing (i) when the Registration Statement, as amended, becomes effective, if Statement has become effective and the provisions time and date of Rule 430A promulgated under the Act will be relied upon, when any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus has been filed in accordance with said Rule 430A and when the time and date that any post-effective amendment to the Registration Statement becomes effective; , (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; such purposes and (v) within the period of time referred to in Section 5(h) hereof, of any request by change in the Commission for Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of any amendment event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any amendment material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement to the Prospectus (as then amended or for additional informationsupplemented) to comply with the Act or any other law. If at any time the Commission or shall issue any state securities commission shall enter a stop order or suspend such qualification at any timesuspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain promptly the withdrawal or lifting of such orderorder at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) under the Act before the close of business on the second business day immediately following the date hereof. (b) The Company will furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company shall will promptly file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant any amendment or supplement to Rule 424(b)(1) (orthe Registration Statement or the Prospectus that may, if applicable and if consented to by in the reasonable judgment of the Company or the Representative, pursuant to Rule 424(b)(4)) not later than be required by the Act or requested by the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice furnish a copy of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Registration Statement or to the Prospectus (including or any revised prospectus which the Company proposes Issuer Free Writing Prospectus to you and counsel for use by the Underwriters in connection and obtain your consent prior to filing any of those with the offering of the Securities Commission, which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effectiveconsent shall not be unreasonably withheld, whether delayed or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall objectconditioned. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior will not make any offer relating to the time the Registration Statement becomes effectiveCommon Stock that would constitute an Issuer Free Writing Prospectus without your prior consent, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company which consent shall not be required to qualify as a foreign corporation unreasonably withheld, delayed or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualificationconditioned. (f) During the time when a prospectus is required to be delivered under the Act, the The Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities will retain in accordance with the provisions hereof Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and the Prospectus, or any amendments or supplements thereto. If if at any time when a prospectus relating to after the Securities is required to be delivered under the Act, date hereof any event events shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the which any Issuer Free Writing Prospectus, as then amended or supplemented, includes would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance; (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as you may reasonably request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the reasonable judgment of the Company or in the opinion of counsel for the Underwriters is required to be stated set forth in the Prospectus (as then amended or supplemented) or should be set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly and forthwith prepare and and, subject to Section 5(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counselthereto, and the Company will furnish to the Underwriters each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may requestthereof. (gi) As soon The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as practicable, but you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event not later than fortythat the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. The Company will use its best efforts to qualify or register its Common Stock for sale in non-five issuer transactions under (45or obtain exemptions from the application of) days the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for a period of two years after the end date hereof, if necessary. (j) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the provisions of Rule 158 under the 12Act), which need not be audited, covering a twelve-month period beginning on the day commencing after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in and the event that Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such fiscal quarter is the end of the Company's fiscal year)period, the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an which consolidated earnings statement which will be in the detail required by, and will otherwise comply with, shall satisfy the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (hk) During a the period of five (5) ending three years after from the date hereof, the Company will furnish to its stockholdersyou and, as soon as practicableupon your request, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports to each of earningsthe other Underwriters, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies a copy of all reports (financial each proxy statement, quarterly or other) annual report or other report of the Company mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to shareholders or filed with the Commission, the NASD Financial Industry Regulatory Authority, Inc. (“FINRA”) or the NASDAQ Stock Market (“NASDAQ”) or any national securities exchange; exchange and (vii) every press release and every material news item or article of interest from time to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional time such other information of a public nature concerning the Company as you may reasonably request. For purposes of this paragraph, any document filed electronically with the Commission and publicly available shall be deemed to be furnished to the Underwriters. (and l) If this Agreement shall terminate or shall be terminated after execution pursuant to any future subsidiaryprovision hereof (except pursuant to a termination under Section 12 hereof, other than clauses (iv) or its businesses which (v)) or if this Agreement shall be terminated by the Representative may request. During such seven-year periodUnderwriters because of any inability, if failure or refusal on the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and its subsidiary(iesthe other Underwriters for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by you) are consolidated, reasonably incurred by you in connection herewith (which fees and will be accompanied by similar financial statements for any significant subsidiary which is expenses shall not so consolidatedexceed $200,000). (im) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the jurisdiction caption “Use of incorporation of Proceeds” in the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockProspectus. (jo) The Company will furnish to the Representative or For a period commencing on the Representative's order, without charge, at such place as date hereof and ending on the Representative may designate, copies 180th day after the date of each Preliminary Prospectus, the Registration Statement and any preProspectus (the “Lock-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibitsUp Period”), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, (1) offer to sellfor sale, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into, exercisable into or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either other than the Common Stock issued pursuant to Rule 144 of the Rules and Regulations employee benefit plans, qualified stock option plans or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing other employee compensation plans existing on the effective date of the Registration Statementhereof or pursuant to currently outstanding options, the Company shall not, without the prior written consent of the Representative, sell, contract warrants or offer to sell, issue, transfer, assign, pledge, distributerights), or otherwise dispose of, directly sell or indirectly, any shares of Common Stock or any grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock. On , whether any such transaction described in clause (1) or before (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause each officer, director and shareholder of the Company set forth on Schedule III hereto to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waive such extension in writing. (p) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall deliver instructions will furnish to you, as promptly as possible, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the Transfer Agent authorizing it to place appropriate legends on periods covered by the certificates representing financial statements appearing in the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgersProspectus. (lq) Neither The Company will comply with all provisions of any undertakings contained in the Company, the Subsidiary, nor Registration Statement. (r) The Company will not at any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will taketime, directly or indirectly, take any action designed todesigned, or which might in the future reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any securities the shares of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period facilitate the sale or resale of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation any of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) yearsShares. (s) The Company hereby agrees will timely file with NASDAQ all documents and notices required by the NASDAQ of companies that it have or will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price securities that is less than the greater of the public offering price of the Shares set forth herein and the fair market value are traded on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangementsNASDAQ. (t) Until the completion of the distribution of the Securities, the The Company shall notengage and maintain, without at its expense, a transfer agent and, if necessary under the prior written consent jurisdiction of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities incorporation or the offering contemplated herebyrules of any national securities exchange on which the Common Stock will be listed, other than trade releases issued in a registrar (which, if permitted by applicable laws and rules may be the ordinary course of same entity as the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate formtransfer agent) for the registration under the Act of the Representative's SecuritiesCommon Stock. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and --------------------------------------- agrees with each of the several Underwriters as followsthat: (a) The Company shall will advise the Representatives promptly of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution of any proceedings for that purpose, and will use its best efforts to cause prevent the issuance of any such stop order and to obtain as soon as possible the lifting thereof, if issued. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement and any amendments thereto to become effective as promptly as practicable or the Prospectus or for additional information, and will not at any time, whether before or after the effective date of the Registration Statement, time file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with submitted to the Representatives a copy, reasonable time prior to the proposed filing or use thereof or to which the Representative Representatives shall have objected reasonably object in writing or which is not in compliance with the Act, the Exchange 1933 Act or and the Rules and Regulations. (b) As soon Regulations or the 1934 Act and the rules and regulations of the Commission thereunder, as the Company is advised or obtains knowledge thereof, the applicable. The Company will advise the Representative and confirm the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, Representatives promptly when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (eb) The Company shall endeavor in good faith, in cooperation will prepare and file with the RepresentativeCommission, at promptly upon the request of the Representatives, any amendments or prior supplements to the time the Registration Statement becomes effective, to qualify or the Securities for offering and sale under Prospectus which in the securities laws opinion of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as Representatives may be necessary to complete enable the distributionseveral Underwriters to continue the distribution of the Securities and, in the case of any such amendments to the Registration Statement, will use its best efforts to cause the same to become effective as promptly as possible. The Company will promptly file all reports and shall make such applications, file such documents and furnish such any definitive proxy or information as may be required for such purpose; provided, however, the Company shall not be statements required to qualify be filed with the Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act for so long as a foreign corporation or file a general or limited consent to service the delivery of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance connection with the provisions hereof and offering or sale of the Prospectus, or any amendments or supplements thereto. Securities. (c) If at any time when a prospectus relating to the Securities is required to be delivered under the Act, 1933 Act any event shall have occurred occurs as a result of which, in which the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes Prospectus would include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act1933 Act or the Rules and Regulations, the Company will promptly notify the Representative Representatives thereof and will prepare an amended or supplemented Prospectus (in form and substance reasonably satisfactory to counsel to the Underwriters) or, with the consent of counsel to the Underwriters, make an appropriate filing pursuant to Section 13 or 14 of the 1934 Act which will correct such statement or omission; and, in case any Underwriter is required to deliver a prospectus relating to the Securities nine months or more after the date of this Agreement, the Company upon the request of the Representatives and at the expense of such Underwriter will prepare promptly such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the 1933 Act. (d) The Company will deliver to the Representatives, at or before the First Closing Date, signed copies of the Registration Statement and prepare all amendments thereto (including all financial statements and file exhibits thereto and all documents incorporated or deemed to be incorporated by reference therein) and will deliver to the Representatives such number of copies of the Registration Statement, including such financial statements and all documents incorporated or deemed to be incorporated by reference therein but without exhibits, and of all amendments thereto, as the Representatives may reasonably request. The Company will deliver or mail to or upon the order of the Representatives on the date of the initial public offering, and thereafter from time to time during the period when delivery of a prospectus relating to the Securities is required under the 1933 Act, as many copies of the Prospectus, in final form or as thereafter amended or supplemented, as the Representatives may reasonably request; provided, however, that the expense of the preparation and -------- ------- delivery of any prospectus required for use nine months or more after the date of this Agreement shall be borne by the Underwriters required to deliver such prospectus. The copies of the Registration Statement and each amendment thereto and the copies of any preliminary prospectus and any preliminary prospectus supplement and the Prospectus and any amendments or supplements thereto furnished to the Representatives will be identical to the electronically transmitted copies thereof filed with the Commission an appropriate amendment or supplement in accordance with Section 10 of pursuant to ▇▇▇▇▇, except to the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the extent permitted by Regulation S-T. (e) The Company will furnish make generally available to the Underwriters copies of such amendment or supplement its security holders as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) 60 days after the end close of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representativecovered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the ▇▇▇▇ ▇▇▇) which will be in the reasonable detail required by, (but which need not be audited) and which will otherwise comply with, the provisions of with Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the 1933 Act, covering a period of at least twelve months beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (12as defined in said Rule 158) consecutive months after the effective date of the Registration Statement. (hf) The Company will cooperate with the Representatives to enable the Securities to be qualified for sale under the securities laws and real estate syndication laws of such states and other jurisdictions as the Representatives may reasonably designate and at the request of the Representatives will make such applications and furnish such information as may reasonably be required of it as the issuer of the Securities for that purpose; provided, however, that the -------- ------- Company shall not be required to qualify to do business or to file a general consent to service of process in any such jurisdiction. The Company will, from time to time, prepare and file such statements and reports as are or may be required of it as the issuer of the Securities to continue such qualifications in effect for so long a period as the Representatives may reasonably request for the distribution of the Securities. (g) The Company will furnish to its shareholders annual reports containing financial statements certified by independent public accountants and with quarterly summary financial information, in reasonable detail which may be unaudited. During a the period of five (5) years after from the date hereof, the Company will furnish deliver to the Representatives copies of each annual report of the Company and each other report furnished by the Company to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, shareholders; and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholdersRepresentatives, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all any other reports (financial or other) mailed which the Company shall publish or otherwise make available to stockholders; (iv) any of its security holders as such and, as soon as they are available, copies of all any reports and financial statements furnished to or filed with the Commission, the NASD Commission or any national securities exchange;. (vh) every press release and every material news item or article of interest The Company will use its best efforts to effect the financial community in respect listing of the Company, or its affairs, which was released or prepared by or Securities on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidatedNYSE. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under use the jurisdiction of incorporation net proceeds received by it from the sale of the Company, a Registrar (which may be Securities sold by it in the same entity as manner specified in the Transfer Agent) for its Common StockProspectus Supplement under "Use of Proceeds". (j) The Immediately following the execution of this Agreement, the Company will furnish to prepare a prospectus supplement, dated the Representative date hereof (the "Prospectus Supplement"), containing the public offering price of the Securities, the underwriting discounts and commissions, the plan of distribution of the Securities and such other information as may be required by the 1933 Act or on the Representative's order, without charge, at such place Rules and Regulations or as the Representative may designateRepresentatives and the Company deem appropriate, and will file or transmit for filing with the Commission in accordance with Rule 424(b) of the Rules and Regulations copies of each Preliminary Prospectussuch Prospectus Supplement and, if required by Rule 424(b) or requested by the Representatives, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Base Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before During the effective period of 30 days from the date of the Registration Statementthis Agreement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, directly or indirectly, (i) offer, issue, pledge, sell, contract or offer to sell, issuesell any option or contract to purchase, transferpurchase any option or contract to sell, assigngrant any option, pledgeright or warrant to purchase, distributelend or otherwise transfer or dispose of any shares of Series A Preferred Stock (other than the Securities to be sold to the Underwriters pursuant to this Agreement) or other shares of the Company's Preferred Stock, any shares of any other class or series of capital stock of the Company which is substantially similar to the Series A Preferred Stock or any depositary shares or depositary receipts representing or evidencing any of the foregoing, or otherwise dispose ofany securities convertible into or exercisable or exchangeable for Series A Preferred Stock, any other Preferred Stock of the Company or any such substantially similar capital stock or depositary shares or depositary receipts, or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement, transaction or arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Series A Preferred Stock, any other Preferred Stock of the Company, any shares of Common any other class or series of capital stock of the Company which is substantially similar to the Series A Preferred Stock or any optionsdepositary shares or depositary receipts representing or evidencing any of the foregoing, rights whether any such transaction described in clause (i) or warrants with respect (ii) above is to any shares be settled by delivery of Common Series A Preferred Stock. On , other securities, in cash or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgersotherwise. (l) Neither The Company will use its best efforts to continue to meet the Company, requirements to qualify as a "real estate investment trust" under the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the CompanyCode. (m) The Company shall apply In accordance with the net proceeds from the sale provisions of the Securities in the mannerCuba Act, if applicable, and subject without limitation to the conditions, set forth under "Use provisions of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date Section 6 hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take indemnify each Underwriter against any action and all losses, claims, damages, liabilities and expenses (including attorneys' fees) arising out of or actions which may prevent or disqualify based upon any violation by the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act Company of the Representative's SecuritiesCuba Act. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company shall will use its reasonable best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised become effective, and furnished with a copy, or to which the Representative shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative and you promptly and, if requested by you, will confirm the notice such advice in writing (i) when of the time and date of any filing of any post-effective Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus has been filed in accordance with said Rule 430A and when the time and date that any post-effective amendment to the Registration Statement becomes effective; , (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; such purposes and (v) within the period of time referred to in Section 5(h) hereof, of any request by change in the Commission for Company’s condition (financial or other), business, properties, net worth or results of operations, or of any amendment event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus untrue in any amendment material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement to the Prospectus to comply with the Act or for additional informationany other law. If at any time the Commission or shall issue any state securities commission shall enter a stop order or suspend such qualification at any timesuspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain promptly the withdrawal or lifting of such orderorder at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) under the Act before the close of business on the first business day immediately following the date hereof. (b) The Company will furnish to you, without charge, two signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company shall will promptly file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant any amendment or supplement to Rule 424(b)(1) (orthe Registration Statement or the Prospectus that may, if applicable and if consented to in the judgment of the Company or the Representative be required by the Representative, pursuant to Rule 424(b)(4)) not later than Act or requested by the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice furnish a copy of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Registration Statement or to the Prospectus (including or any revised prospectus which Issuer Free Writing Prospectus to you and counsel for the Company proposes for use by the Underwriters in connection Underwriters, and obtain your consent prior to filing any of those with the offering of the Securities Commission, which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and consent will not file any such prospectus to which the Representative be unreasonably withheld or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall objectdelayed. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior will not make any offer relating to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees Shares that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualificationwould constitute an Issuer Free Writing Prospectus without your prior consent. (f) During the time when a prospectus is required to be delivered under the Act, the The Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities will retain in accordance with the provisions hereof Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and the Prospectus, or any amendments or supplements thereto. If if at any time when a prospectus relating to after the Securities is required to be delivered under the Act, date hereof any event events shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the which any Issuer Free Writing Prospectus, as then amended or supplemented, includes would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters, a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(a)(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be stated set forth in the Prospectus (as then amended or supplemented) or should be set forth therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement or amend the Prospectus to comply with the ActAct or any other law, the Company will notify the Representative promptly and forthwith prepare and and, subject to Section 5(a) hereof, file with the Commission and use its reasonable best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counselthereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (i) During the Prospectus Delivery Period, the Company will furnish file all documents required to be filed with the Underwriters copies Commission pursuant to Sections 13, 14 and 15 of such amendment or supplement as soon as available the Exchange Act in the manner and in such quantities as within the Underwriters may requesttime periods required by the Exchange Act. (gj) As soon The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as practicableyou may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. The Company will use its reasonable best efforts to qualify or register its Common Stock for sale in non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for so long as required for the distribution of the Shares, but in any no event not later than forty-five (45) days beyond one year after the end date hereof. (k) The Company will make generally available to its security holders a consolidated earning statement (in form complying with the provisions of Rule 158 under the 12Act), which need not be audited, covering a twelve-month period beginning on the day commencing after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in and the event that Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such fiscal quarter is the end of the Company's fiscal year)period, the Company which consolidated earning statement shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, satisfy the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (hl) During a period If this Agreement shall be terminated by the Underwriters because of five (5) years after any inability, failure or refusal on the date hereofpart of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company will furnish agrees to its stockholders, as soon as practicable, annual reports reimburse you and the other Underwriters for all out-of-pocket expenses (including financial statements audited travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by independent public accountantsyou) and unaudited quarterly reports of earnings, and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter reasonably incurred by you in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidatedconnection herewith. (im) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the jurisdiction caption “Use of incorporation of Proceeds” in the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockProspectus. (jn) The Company will furnish to the Representative or For a period commencing on the Representative's order, without charge, at such place as date hereof and ending on the Representative may designate, copies 75th day after the date of each Preliminary Prospectus, the Registration Statement and any preProspectus (the “Lock-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibitsUp Period”), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will notnot to, directly or indirectly, issuewithout the prior written consent of the Representative on behalf of the Underwriters, (1) offer to sellfor sale, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of (or enter into any transaction or device that is designed to, or could be reasonably expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into, exercisable into or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. On The restrictions contained in the preceding sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance of shares of Common Stock, restricted stock units, stock appreciation rights, options to purchase Common Stock or before performance units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, stock appreciation rights, options, warrants or rights, (C) the conversion or exchange of options, warrants or other securities of the Company convertible into or exchangeable for Common Stock of the Company outstanding as of the date of this Agreement, (D) the issuance of shares of Series A convertible preferred stock as dividends on outstanding shares of Series A convertible preferred stock or (E) the issuance of shares of Common Stock as part of the purchase price of businesses acquired during the Lock-Up Period or in satisfaction of the Company’s earn-out obligations in connection with those acquisitions or the prior acquisitions of (i) substantially all the assets of MobileNet, Inc. and (ii) Euroscan Holding B.V., including, indirectly, its wholly-owned subsidiaries Euroscan B.V., Euroscan GmbH Vertrieb Technischer Geräte, Euroscan Technology Ltd. and Ameriscan, Inc., and (F) any equity offerings by the Company in offerings registered under the Act or exempt from the registration requirements thereof in which the Representative was offered the opportunity to act as lead underwriter, initial purchaser or placement agent for such offering. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues a release concerning earnings or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the release concerning earnings or the material news or the occurrence of the material event, unless the Representative waives such extension in writing. The Company agrees to cause each executive officer, director and shareholder of the Company set forth on Schedule III hereto to furnish to the Representative, prior to the Closing Date, a letter or letters, substantially in the Company shall deliver instructions to form of Exhibit A hereto (the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the “Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgersUp Agreements”). (lo) Neither Prior to the CompanyClosing Date or the Additional Closing Date, as the case may be, the SubsidiaryCompany will furnish to you, nor as promptly as possible, copies of any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning unaudited interim consolidated financial statements of the Rules Company and Regulationsits consolidated subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (p) The Company will takecomply with all provisions of any undertakings contained in the Registration Statement. (q) The Company will not at any time, directly or indirectly, take any action designed todesigned, or which might in the future reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any securities the shares of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period facilitate the sale or resale of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation any of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the CompanyShares. (r) As soon as practicable, The Company will timely file with NASDAQ Global Market (i“NASDAQ”) but in no event more than five (5) business days before the effective date all documents and notices required by NASDAQ of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) yearscompanies that have or will issue securities that are traded on NASDAQ. (s) The Company hereby agrees that it will notshall engage and maintain, for at its expense, a period of twelve (12) months from transfer agent and, if necessary under the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any jurisdiction of its executive officers incorporation or directors or to the rules of any holder of 5% or more of national securities exchange on which the Common Stock is listed, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants and agrees with each of the Underwriters Standby Underwriter as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares Standby Securities by the Underwriters Standby Underwriter of which the Representative Standby Underwriter shall not previously have been advised and furnished with a copy, or to which the Representative Standby Underwriter shall have objected or which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative Standby Underwriter and confirm the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the RepresentativeStandby Underwriter and its Counsel) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the RepresentativeStandby Underwriter, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative Standby Underwriter notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters Standby Underwriter in connection with the offering of the Standby Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative Standby Underwriters with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative Standby Underwriter or Resc▇ ▇▇▇s▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇e▇▇ & ▇erg▇▇▇▇▇▇ ▇▇▇ LLP ("Underwriters' CounselCounsel to the Standby Underwriter") shall object. (e) The Company shall endeavor in good faith, in cooperation with the RepresentativeStandby Underwriter, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative Standby Underwriter may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative Standby Underwriter agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Standby Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' CounselCounsel to the Standby Underwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative Standby Underwriters promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' CounselCounsel to the Standby Underwriter, and the Company will furnish to the Underwriters Standby Underwriter copies of such amendment or supplement as soon as available and in such quantities as the Underwriters Standby Underwriter may request. (g) As soon as practicable, but in any event not later than forty-five (45) days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the RepresentativeStandby Underwriter, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) consecutive months after the effective date of the Registration Statement. (h) During a period of five seven (57) years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the RepresentativeStandby Underwriter: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form 4 5 furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative Standby Underwriter may reasonably request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stockcommon stock. (j) The Company will furnish to the Representative Standby Underwriter or on the RepresentativeStandby Underwriter's order, without charge, at such place as the Representative Standby Underwriter may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative Standby Underwriter may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative Standby Underwriter with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) six months from the effective date of the Registration Statement, each of the Company's stockholders officers, directors and all holders of the common stock of the Company or securities exchangeable or exercisable for or convertible into shares of Common Stock common stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock common stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effectiright

Covenants and Agreements of the Company. The Company covenants and agrees with each of the Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act Acts or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative Representatives shall not previously have been advised and furnished with a copy, or to which the Representative Representatives shall have objected or which is not in compliance with the ActActs, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Representative Representatives and confirm the notice in writing writing, (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A 497 promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A 497 and when any post-effective amendment to the Registration Statement becomes effective; , (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; , (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; , (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission authority shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) 497 not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) 497 of the Rules and Regulations), and will furnish the Representative Representatives with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or Reid & Priest LLP ("Under▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwritersers' Counsel") ), shall reasonably object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the ActActs, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act Acts and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Securities is required to be delivered under the ActActs, any event shall have occurred as a result of which, in the reasonable opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the ActActs and the Rules and Regulations, the Company will notify the Representative promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) 45 days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) 90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representative, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Act, covering a period of at least twelve (12) 12 consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) seven years after the date hereof, the Company will furnish to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, and will deliver to the RepresentativeRepresentatives: (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all reports (financial or other) mailed to stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, the NASD or any securities exchange; (v) every press release and every material news item or article of interest to the financial community in respect of the Company, Company or its affairs, affairs which was released or prepared by or on behalf of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiarysubsidiaries) or its businesses which the Representative may reasonably request. During such seven-year period, if the Company has an active subsidiarysubsidiaries, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) subsidiaries are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (i) The Company will retain counsel, an accounting firm, and financial printer and maintain a transfer agent ("Transfer Agent") Agent and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common Stock, all of whom shall be reasonably acceptable to the Representatives. (j) The Company will furnish to the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus Prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative Representatives may reasonably request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative Representatives with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, which for a period of twelve (12) 18 months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock Principal Stockholders agrees that it he, she or he or she it, as the case may be, will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior written consent of the Representatives Representative (collectively, the "Lock-up Agreements"). During the 12 month two year period commencing on with the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock, other than as contemplated by the Registration Statement. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements Agreement and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective its officers, directors, stockholders, nor any of their respective stockholders or affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, the 1940 Act, the Advisers Act and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, the Advisers Act, the 1940 Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative Representatives as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections Section 6(j) hereof. (p) The Company shall cause the Common Stock Securities to be quoted listed on Amex NASDAQ and, for a period of five seven (57) years from the date hereof, use its best efforts to maintain the Amex NASDAQ quotation of the Common Stock Securities to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative Representatives at the Representative's request and at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, Stock (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) 30 days after from the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and Moody's Manual and to us▇ ▇▇▇ ▇▇▇'▇ OTC Manual and est efforts to continue such inclusion for a period of not less than five (5) yearsas long as the securities are outstanding. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, not without the prior written consent of the Representative Representatives and Underwriters' Counsel, issue, directly or indirectly, indirectly any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (t) For a period of two (2) years after the effective date of the Registration Statement, Suppes shall have the rig▇▇ ▇▇ designate, subject to any approval required to be obtained from the United States Small Business Administration (the "SBA"), one (1) individual for election to the Company's Board of Directors ("Board") and the Company shall use its best efforts to elect any individual so designated to the Board. The Company shall provide its outside Directors with compensation on a par to its existing Directors in the form of cash on its Common Stock as deemed appropriate and customary for similar companies. In the event Suppes shall not have des▇▇▇▇▇▇d such individual at the time of any meeting of the Board or such person is unavailable to serve, the Company shall notify Suppes of each meeting ▇▇ ▇▇▇ Board and an individual designated by Suppes shall be permitted ▇▇ ▇▇tend all meetings of the Board and to receive all notices and other correspondence and communications sent by the Company to members of the Board. Such individual shall be reimbursed for all out-of-pocket expenses incurred in connection with his or her service on, or attendance at meetings of, the Board. (u) For a period equal to the lesser of two (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (52) years after the effectieffective date of the Registration Statement, Suppes, individually an▇ ▇▇▇ in its capacity as Representative, shall have a preferenti

Covenants and Agreements of the Company. The Company covenants and --------------------------------------- agrees with each of the several Underwriters as followsthat: (a) The Company shall will advise the Representatives promptly of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution of any proceedings for that purpose, and will use its best efforts to cause prevent the issuance of any such stop order and to obtain as soon as possible the lifting thereof, if issued. The Company will advise the Representatives promptly of any request by the Commission for any amendment of or supplement to the Registration Statement and any amendments thereto to become effective as promptly as practicable or the Prospectus or for addi tional information, and will not at any time, whether before or after the effective date of the Registration Statement, time file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with submitted to the Representatives a copy, reasonable time prior to the proposed filing or use thereof or to which the Representative Representatives shall have objected reasonably object in writing or which is not in compliance with the Act, the Exchange 1933 Act or and the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the . The Company will advise the Representative and confirm the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, Representatives promptly when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every effort to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (eb) The Company shall endeavor in good faith, in cooperation will prepare and file with the RepresentativeCommission, at promptly upon the request of the Representatives, any amendments or prior supplements to the time the Registration Statement becomes effective, to qualify or the Securities for offering and sale under Prospectus which in the securities laws opinion of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as Representatives may be necessary to complete enable the distributionseveral Underwriters to continue the distribution of the Securities and, in the case of any such amendments to the Registration Statement, will use its best efforts to cause the same to become effective as promptly as possible. The Company will promptly file all reports and shall make such applications, file such documents and furnish such any definitive proxy or information as may be required for such purpose; provided, however, the Company shall not be statements required to qualify be filed with the Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act for so long as a foreign corporation or file a general or limited consent to service the delivery of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance connection with the provisions hereof and offering or sale of the Prospectus, or any amendments or supplements thereto. Securities. (c) If at any time when a prospectus relating to the Securities is required to be delivered under the Act, 1933 Act any event shall have occurred occurs as a result of which, in which the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes Prospectus would include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act1933 Act or the Rules and Regulations, the Company will promptly notify the Representative Representatives thereof and will prepare an amended or supplemented Prospectus (in form and substance reasonably satisfactory to counsel to the Underwriters) or, with the consent of counsel to the Underwriters, make an appropriate filing pursuant to Section 13 or 14 of the 1934 Act which will correct such statement or omission; and, in case any Underwriter is required to deliver a prospectus relating to the Securities nine months or more after the date of this Agreement, the Company upon the request of the Representatives and at the expense of such Underwriters will prepare promptly such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the 1933 Act. (d) The Company will deliver to the Representatives, at or before the Closing Date, signed copies of the Registration Statement and prepare all amendments thereto (including all financial statements and file exhibits thereto and all documents incorporated or deemed to be incorporated by reference therein) and will deliver to the Representatives such number of copies of the Registration Statement, including such financial statements and all documents incorporated or deemed to be incorporated by reference therein but without exhibits, and of all amendments thereto, as the Representatives may reasonably request. The Company will deliver or mail to or upon the order of the Representatives on the date of the initial public offering, and there after from time to time during the period when delivery of a prospectus relating to the Securi ties is required under the 1933 Act, as many copies of the Prospectus, in final form or as thereafter amended or supplemented, as the Representatives may reasonably request; provided, however, that the expense of the preparation and delivery of any -------- ------- prospectus required for use nine months or more after the date of this Agreement, shall be borne by the Underwriters required to deliver such prospectus. The copies of the Registration Statement and each amendment thereto and the copies of any preliminary prospectus and any preliminary prospec tus supplement and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission an appropriate amendment or supplement in accordance with Section 10 of pursuant to ▇▇▇▇▇, except to the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the extent permitted by Regulation S-T. (e) The Company will furnish make generally available to the Underwriters copies of such amendment or supplement its security holders as soon as available and in such quantities as the Underwriters may request. (g) As soon as practicable, but in any event not later than forty-five (45) 60 days after the end close of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (ninety (90) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Rules and Regulations, and to the Representativecovered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the ▇▇▇▇ ▇▇▇) which will be in the reasonable detail required by, (but which need not be audited) and which will otherwise comply with, the provisions of with Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the 1933 Act, covering a period of at least twelve months beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (12as defined in said Rule 158) consecutive months after the effective date of the Registration Statement. (hf) The Company will cooperate with the Representatives to enable the Securities to be qualified for sale under the securities laws and real estate syndication laws of such states and other jurisdictions as the Representatives may reasonably designate and at the request of the Representatives will make such applications and furnish such information as may ▇▇▇▇▇▇▇ ▇▇▇ be required of it as the issuer of the Securities for that purpose; provided, however, that the -------- ------- Company shall not be required to qualify to do business or to file a general consent to service of process in any such jurisdiction. The Company will, from time to time, prepare and file such statements and reports as are or may be required of it as the issuer of the Securities to continue such qualifications in effect for so long a period as the Representatives may reasonably request for the distribution of the Securities. (g) The Company will furnish to its shareholders annual reports containing financial statements certified by independent public accountants and with quarterly summary financial information, in reasonable detail which may be unaudited. During a the period of five (5) years after from the date hereof, the Company will furnish deliver to the Representatives and, upon request, to each of the other Underwriters, copies of each annual report of the Company and each other report furnished by the Company to its stockholders, as soon as practicable, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of earnings, shareholders; and will deliver to the Representative: (i) concurrently with furnishing such quarterly reports to its stockholdersRepresentatives, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all any other reports (financial or other) mailed which the Company shall publish or otherwise make available to stockholders; (iv) any of its security holders as such and, as soon as they are available, copies of all any reports and financial statements furnished to or filed with the Commission, the NASD Commission or any national securities exchange;. (vh) every press release and every material news item or article of interest to The Company will use the financial community in respect net proceeds received by it from the sale of the Company, or its affairs, which was released or prepared Securities sold by or on behalf it in the manner specified in the Prospectus Supplement under "Use of the Company; and (vi) any additional information of a public nature concerning the Company (and any future subsidiary) or its businesses which the Representative may request. During such seven-year period, if the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidatedProceeds". (i) The Immediately following the execution of this Agreement, the Company will maintain prepare a transfer agent prospectus supplement, dated the date hereof (the "Transfer AgentProspectus Supplement"), containing the public offering price of the Securities, the underwriting discounts and commissions, the plan of distribution of the Securities and such other information as may be required by the 1933 Act or the Rules and Regulations or as the Representatives and the Company deem appropriate, and will file or transmit for filing with the Commission in accordance with Rule 424(b) of the Rules and Regulations copies of such Prospectus Supplement and, if necessary under required by Rule 424(b), the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) for its Common StockBase Prospectus. (j) The Company will furnish to During the Representative or period beginning on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement date hereof and any pre-effective or post-effective amendments thereto (two of which copies will be signed continuing through and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request. (k) On or before the effective date of the Registration Statement, the Company shall provide the Representative with true original copies of duly executed, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights or warrants with respect to any shares of Common Stock. On or before the Closing Date, the Company shall deliver instructions will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or any of its subsidiaries which are substan tially similar to the Transfer Agent authorizing it to place appropriate legends on Securities (other than the certificates representing Securities) or any securities convertible into or exchangeable or exercisable for any debt securities of the securities subject Company or any of its subsidiaries which are substantially similar to the Lock-up Agreements and Securities or any rights, warrants or options to place appropriate stop transfer orders on purchase any debt securities of the Company's ledgersCompany or any of its subsidiaries which are substantially similar to the Securities, without your prior written consent. (k) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code. (l) Neither In accordance with the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning provisions of the Rules and Regulations) will takeCuba Act, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Securities in the mannerif applicable, and subject without limitation to the conditions, set forth under "Use provisions of Proceeds" in the Prospectus. No portion of the net proceeds will be used, directly or indirectly, to acquire any securities issued by the Company. (n) The Company shall timely file all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish to the Representative as early as practicable prior to each of the date Section 6 hereof, the Closing Date and each Option Closing Date, if any, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior to the date of the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangements. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take indemnify each Underwriter against any action and all losses, claims, damages, liabilities and expenses (including attorneys' fees) arising out of or actions which may prevent or disqualify based upon any violation by the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act Company of the Representative's SecuritiesCuba Act. (v) For a period of five (5) years after the effecti

Covenants and Agreements of the Company. The Company covenants --------------------------------------- and agrees with each of the Underwriters as followsAgent that: (a) The Company shall will (i) if the Company and the Agent have determined not to proceed pursuant to Rule 430A, use its best efforts to cause the Registration Statement and any amendments thereto to become effective as effective, (ii) if the Company and the Agent have determined to proceed pursuant to Rule 430A, use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to Rule 430A and Rule 424 of the Rules and Regulations and (iii) if the Company and the Agent have determined to deliver Prospectuses pursuant to Rule 434 of the Rules and Regulations, to use its best efforts to comply with all the applicable provisions thereof. The Company will advise the Agent promptly as practicable to the time at which the Registration Statement becomes effective, will advise the Agent promptly of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution of any proceedings for that purpose, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting thereof, if issued. The Company will advise the Agent promptly of the receipt of any comments of the Commission or any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and will not at any time, whether before or after the effective date of the Registration Statement, time file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act before termination of the offering of the Shares by the Underwriters of which the Representative shall not previously have been advised and furnished with submitted to the Agent a copy, reasonable time prior to the proposed filing thereof or to which the Representative Agent shall have objected reasonably object in writing or which is not in compliance with the Act, the Exchange Securities Act or and the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise prepare and file with the Representative and confirm Commission, promptly upon the notice in writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) request of the issuance by the Commission of Agent, any stop order amendments or of the initiation, or the threatening, of any proceeding suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution of proceedings for that purpose; (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment supplements to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If which in the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, reasonable opinion of the Company Agent may be necessary to enable the Agent to continue the distribution of the Specified Placement Shares and will make every effort use its best efforts to obtain cause the same to become effective as promptly the lifting of such orderas possible. (c) The Company shall file the Prospectus (in form and substance satisfactory to the Representative) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Representative, pursuant to Rule 424(b)(4)) not later than the Commission's close of business on the earlier of (i) the second business day following the execution and delivery of this Agreement and (ii) the fifth business day If at any time after the effective date of the Registration Statement. (d) The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), and will furnish the Representative with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Representative or ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall object. (e) The Company shall endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or file a general or limited consent to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus relating to the Specified Placement Shares is required to be delivered under the Securities Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act and the Exchange Act, as now and hereafter amended and by including under the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus event relating to or affecting the Securities is required to be delivered under the Act, any event shall have occurred Company occurs as a result of which, in which the opinion of counsel for the Company Prospectus or Underwriters' Counsel, the Prospectus, any other prospectus as then amended or supplemented, includes in effect would include an untrue statement of a material fact fact, or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will promptly notify the Representative Agent thereof and will prepare an amended or supplemented prospectus which will correct such statement or omission; and in case the Agent is required to deliver a prospectus relating to the Specified Placement Shares nine (9) months or more after the effective date of the Registration Statement, the Company upon the request of the Agent and at the expense of such Agent will prepare promptly and prepare and file such prospectus or prospectuses as may be necessary to permit compliance with the Commission an appropriate amendment or supplement in accordance with requirements of Section 10 10(a)(3) of the Securities Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriters may request. (gd) As soon as practicableThe Company will deliver to the Agent, but in any event not later than forty-five (45) days after at or before the end Closing Date, copies of the 12-month period beginning Registration Statement, as originally filed with the Commission, and all amendments thereto including all financial statements and exhibits thereto and will deliver to the Agent such number of copies of the Registration Statement, including such financial statements but without exhibits, and all amendments thereto, as the Agent may reasonably request. The Company will deliver or mail to or upon the order of the Agent, from time to time until the effective date of the Registration Statement, as many copies of the Preeffective Prospectus as the Agent may reasonably request. The Company will deliver or mail to or upon the order of the Agent on the day after the end date of the fiscal quarter public offering, and thereafter from time to time during the period when delivery of a prospectus relating to the Specified Placement Shares is required under the Securities Act, including under the Rules and Regulations, as many copies of the Company during which Prospectus, in final form or as thereafter amended or supplemented as the Agent may reasonably request; provided, however, that the expense of the preparation and delivery of any prospectus required for use nine (9) months or more after the effective date of the Registration Statement occurs shall be borne by the Agent required to deliver such prospectus. (ninety (90e) days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the The Company shall will make generally available to its security holdersshareholders as soon as practicable, in but not later than fifteen (15) months after the manner specified in Rule 158(b) effective date of the Rules and Regulations, and to the RepresentativeRegistration Statement, an earnings statement which will be in the reasonable detail required by, (but which need not be audited) and which will otherwise comply with, the provisions of with Section 11(a) of the Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Securities Act, covering a period of at least twelve (12) consecutive months beginning after the "effective date date" (as defined in Rule 158 under the Securities Act) of the Registration Statement. (hf) The Company will cooperate with the Agent to enable the Specified Placement Shares to be registered or qualified for offering and sale by dealers under the securities laws of such jurisdictions as the Agent may reasonably designate and at the request of the Agent will make such applications and furnish such consents to service of process or other documents as may be required of it as the issuer of the Specified Placement Shares for that purpose; provided, however, that the Company shall not be required to qualify to do business or to file a general consent (other than that arising out of the offering or sale of the Specified Placement Shares) to service of process in any such jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required of it as the issuer of the Specified Placement Shares to continue such qualifications in effect for so long a period as the Agent may reasonably request for the distribution of the Specified Placement Shares. The Company will advise the Agent promptly after the Company becomes aware of the suspension of the qualifications or registration of (or any such exception relating to) the Specified Placement Shares of the Company for offering, sale or trading in any jurisdiction or of any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any orders suspending such qualifications, registration or exception, the Company will, with the cooperation of the Agent use its best efforts to obtain the withdrawal thereof. (g) The Company will furnish to its shareholders annual reports containing financial statements certified by independent public accountants and will make available to its shareholders quarterly summary financial information in reasonable detail which may be unaudited. During a the period of five (5) years after from the date hereof, the Company will furnish deliver to its stockholdersthe Agent and, upon request, as soon as practicablethey are available, copies of each annual reports (including financial statements audited report of the Company and each other report furnished by independent public accountants) and unaudited quarterly reports of earnings, the Company to its shareholders and will deliver to the Representative: Agent, (i) concurrently with furnishing such quarterly reports to its stockholders, statements of income of the Company for each quarter in the form furnished to the Company's stockholders and certified by the Company's principal financial or accounting officer; (ii) concurrently with furnishing such annual reports to its stockholders, a balance sheet of the Company as at the end of the preceding fiscal year, together with statements of operations, stockholders' equity, and cash flows of the Company for such fiscal year, accompanied by a copy of the certificate thereon of independent certified public accountants; (iii) as soon as they are available, copies of all any other reports (financial or other) mailed which the Company shall publish or otherwise make available to stockholders; any of its shareholders generally, (ivii) as soon as they are available, copies of all any reports and financial statements furnished to or filed with the Commission, the NASD Commission or any national securities exchange; exchange and (viii) every press release and every material news item or article of interest from time to the financial community in respect of the Company, or its affairs, which was released or prepared by or on behalf of the Company; and (vi) any additional time such other information of a public nature concerning the Company as you may reasonably request. (and any future subsidiaryh) or The Company will use its businesses which best efforts to list the Representative may request. During such seven-year periodSpecified Placement Shares, if subject to official notice of issuance, on the Company has an active subsidiary, the foregoing financial statements will be on a consolidated basis to the extent that the accounts of the Company and its subsidiary(ies) are consolidated, and will be accompanied by similar financial statements for any significant subsidiary which is not so consolidatedNasdaq National Market. (i) The Company will maintain a transfer agent ("Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a Registrar (which may be the same entity as the Transfer Agent) and registrar for its Common Stock. (j) The Prior to filing its quarterly statements on Form 10-Q, the Company will furnish to have its independent auditors review the Representative or on the Representative's order, without charge, at such place as the Representative may designate, copies of each Preliminary Prospectus, the Registration Statement and any preForm 10-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as the Representative may request.Q. (k) On Prior to the Closing Date the Company will issue no press release or before other communications directly or indirectly and hold no press conference with respect to the effective date Company, the financial condition, results of operation, business, prospects, assets or liabilities of the Registration StatementCompany, or the offering of the Specified Placement Shares, without your prior written consent, which shall not be unreasonably withheld. (l) Without the prior written consent of ▇▇▇▇▇, the Company shall provide the Representative with true original copies of duly executedwill not offer, legally binding and enforceable agreements pursuant to which, for a period of twelve (12) months from the effective date of the Registration Statement, each of the Company's stockholders and holders of securities exchangeable or exercisable for or convertible into shares of Common Stock agrees that it or he or she will not, directly or indirectly, issue, offer to sell, assign, transfer, encumber, contract to sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein without the prior consent of the Representatives (collectively, the "Lock-up Agreements"). During the 12 month period commencing on the effective date of the Registration Statement, the Company shall not, without the prior written consent of the Representative, sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options, rights securities convertible into or exercisable or exchangeable for Common Stock or warrants with respect or other rights to any shares purchase Common Stock (including, without limitation, Common Stock of Common Stock. On or before the Closing Date, the Company shall deliver instructions which may be deemed to be beneficially owned by the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. (l) Neither the Company, the Subsidiary, nor any of their respective officers, directors, stockholders, nor any of their respective affiliates (within the meaning of undersigned in accordance with the Rules and Regulations) will take, directly or indirectly, any action designed to, or during the 90 days following the date on which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Specified Placement Shares is set, other than the Company's sale of Common Stock hereunder and the Company's issuance of Common Stock upon the exercise of warrants or stock options, or pursuant to contractual rights, in each case which are presently outstanding and described in the Prospectus or subsequently granted as contemplated by the Prospectus. (m) The Company shall will apply the net proceeds from the sale of the Securities Specified Placement Shares substantially in the manner, and subject to the conditions, manner set forth in the description under "Use of Proceeds" in the Prospectus. No portion , in light of the net proceeds will be usedtotality of the disclosure in the Prospectus, directly or indirectly, to acquire any securities issued by which "Use of Proceeds" description complies in all respects with the Company.requirements of Item 504 of Regulation S-K. (n) The Company shall timely file will supply you with copies of all such reports, forms or other documents as may be required (including, but not limited to, a Form SR as may be required pursuant correspondence to Rule 463 under the Act) from time to time, under the Act, the Exchange Act, and the Rules and Regulationsfrom, and all such reportsdocuments issued to and by, forms and documents filed will comply as to form and substance the Commission in connection with the applicable requirements registration of the Specified Placement Shares under the Securities Act, the Exchange Act, and the Rules and Regulations. (o) The Company shall furnish Prior to the Representative as early as practicable prior to each of the date hereof, the Closing Date and each Option Closing Datethe Company will furnish to you, if anyas soon as they have been prepared, but no later than two (2) full business days prior thereto, a copy copies of the latest available any unaudited interim consolidated financial statements of the Company (which in no event shall be as of a date more than thirty (30) days prior for any periods subsequent to the date of periods covered by the financial statements appearing in the Registration Statement) which have been read by the Company's independent public accountants, as stated in their letters to be furnished pursuant to Sections 6(j) hereof. (p) The Company shall cause the Common Stock to be quoted on Amex and, for a period of five (5) years from the date hereof, use its best efforts to maintain the Amex quotation of the Common Stock to the extent outstanding. (q) For a period of five (5) years from the Closing Date, the Company shall furnish to the Representative at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company. (r) As soon as practicable, (i) but in no event more than five (5) business days before the effective date of the Registration Statement, file a Form 8-A with the Commission providing for the registration under the Exchange Act of the Securities and (ii) but in no event more than thirty (30) days after the effective date of the Registration Statement, take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and ▇▇▇▇▇'▇ OTC Manual and to continue such inclusion for a period of not less than five (5) years. (s) The Company hereby agrees that it will not, for a period of twelve (12) months from the effective date of the Registration Statement, adopt, propose to adopt or otherwise permit to exist any employee, officer, director, consultant or compensation plan or similar arrangement permitting (i) the grant, issue, sale or entry into any agreement to grant, issue or sell any option, warrant or other contract right (x) at an exercise price that is less than the greater of the public offering price of the Shares set forth herein Statement and the fair market value on the date of grant or sale or (y) to any of its executive officers or directors or to any holder of 5% or more of the Common Stock; (ii) the payment for such securities with any form of consideration other than cash; or (iii) the existence of stock appreciation rights, phantom options or similar arrangementsProspectus. (t) Until the completion of the distribution of the Securities, the Company shall not, without the prior written consent of the Representative and Underwriters' Counsel, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the ordinary course of the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representative's Securities, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form SB-2 (or other appropriate form) for the registration under the Act of the Representative's Securities. (v) For a period of five (5) years after the effecti