UNDERWRITING AGREEMENT

________ _____, 20__

[Name and address of managing underwriter]

Gentlemen:

[Name of the issuer], a [state of incorporation of the issuer] corporation (the "Company"), of [address of the issuer], hereby confirms its agreement with you (the "Underwriter") and members of the Underwriting Group (hereinafter the "Underwriting Group" or "Underwriters") as follows:

SECTION 1

Description of Securities

The Company's authorized and outstanding capitalization when the offering of the securities contemplated hereby is permitted to commence and at the Closing Date (hereinafter defined), will be as set forth in the Registration Statement and Prospectus included therein (hereinafter defined). The Company proposes to issue and sell to the Underwriting Group an aggregate of [number of shares to be offered to the public] shares of its authorized $[par (no par) value] par value common stock (the "Stock"), at a price of $[price to be paid by the underwriters for shares purchased which is the offering price to the public less the underwriting discount] per share on the terms as hereinafter set forth. The Underwriting Group shall also have an over-allotment option to purchase up to an additional [additional shares to be covered by the over-allotment option] shares as provided in § 3:1 hereof.

The Company proposes to issue and sell to [name of managing underwriter (or, if appropriate, the Underwriters)] on the Closing Date for $[price of the underwriters' warrants] each, warrants (the "Warrants") to purchase shares of the Company's common stock (the "Warrant Stock") as provided in § 3:1 hereof.

SECTION 2

Representations and Warranties of the Company

In order to induce the Underwriting Group to enter into this agreement, the Company hereby represents and warrants to and agrees with the Underwriting Group as follows:

2.01 Registration Statement and Prospectus. A registration statement on Form S-[appropriate SEC registration form number, i.e., S-1 or S-2] (File No. 2- [SEC registration statement file number]) (the "Registration Statement") with respect to the shares, including the related Prospectus, copies of which have heretofore been delivered by the Company to the Underwriter, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations ("Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, and said Registration Statement has been filed with the Commission under the Act; one or more amendments to said Registration Statement, copies of which have heretofore been delivered to the Underwriter, has or have heretofore been filed; and the Company may file on or prior to the effective date additional amendments to said Registration Statement, including the final Prospectus. Included in such Registration Statement are an additional [number of shares to be covered by the underwriters' warrants] shares of the Company's Common Stock, which shares are reserved against exercise of the Underwriter's Warrants to be granted by the Company, as more particularly described hereinafter.

As used in this Agreement, the term "Registration Statement" refers to and means said Registration Statement on Form S-[appropriate SEC registration form number, i.e., S-1 or S-2] and all amendments thereto, including the Prospectus, all exhibits and financial statements, as it becomes effective; the term "Prospectus" refers to and means the Prospectus included in the Registration Statement when it becomes effective; and the term "Preliminary Prospectus" refers to and means any prospectus included in said Registration Statement before it becomes effective. The terms "effective date" and "effective" refer to the date the Commission declares the Registration Statement effective pursuant to Section 8 of the Act.

2.02 Accuracy of Registration Statement and Prospectus. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus with respect to the Stock, and each Preliminary Prospectus has conformed in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission thereunder and to the best of the Company's knowledge has not included at the time of filing any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading. When the Registration Statement becomes effective and on the Closing Date (as hereinafter defined), the Registration Statement and Prospectus and any further amendments or supplements thereto will contain all statements which are required to be stated therein in accordance with the Act and the rules and regulations for the purposes of the proposed public offering of the Stock, and all statements of material fact contained in the Registration Statement and Prospectus will be true and correct, and neither the Registration Statement nor the Prospectus will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Company does not make any representations or warranties as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon written information furnished on behalf of the Underwriter specifically for use therein.

2.03 Financial Statements. The financial statements of the Company together with related schedules and notes as set forth in the Registration Statement and Prospectus will present fairly the financial position of the Company and the results of its operations and the changes in its financial position at the respective dates and for the respective periods for which they apply; such financial statements have been prepared in accordance with generally accepted principles of accounting consistently applied throughout the periods concerned except as otherwise stated therein.

2.04 Independent Public Accountant.[Name of independent public accountants certifying financial statements] which has certified or shall certify certain of the financial statements filed or to be filed with the Commission as part of the Registration Statement and Prospectus, are independent certified public accountants within the meaning of the Act and the rules and regulations.

2.05 No Material Adverse Change. Except as may be reflected in or contemplated by the Registration Statement or the Prospectus, subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and prior to the Closing Date, (1) there shall not be any material adverse change in the condition, financial or otherwise, of the Company or in its business taken as a whole; (2) there shall not have been any material transaction entered into by the Company other than transactions in the ordinary course of business; (3) the Company shall not have incurred any material obligations, contingent or otherwise, which are not disclosed in the Prospectus; (4) there shall not have been nor will there be any change in the capital stock or long-term debt (except current payments) of the Company; and (5) the Company has not and will not have paid or declared any dividends or other distributions on its common stock.

2.06 No Defaults. The Company is not in any default which has not been waived in the performance of any obligation, agreement or condition contained in any debenture, note or other evidence of indebtedness or any indenture or loan agreement of the Company. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the articles of incorporation, as amended, or bylaws of the Company, any note, indenture, mortgage, deed of trust, or other agreement or instrument to which the Company is a party or by which it or any of its property is bound, or any existing law, order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality, agency or body, arbitration tribunal or court, domestic or foreign, having jurisdiction over the Company or its property. The consent, approval, authorization, or order of any court or governmental instrumentality, agency or body is not required for the consummation of the transactions herein contemplated except such as may be required under the Act or under the blue sky or securities laws of any state or jurisdiction.

2.07 Incorporation and Standing. The Company is and at the Closing Date will be duly incorporated and validly existing in good standing as a corporation under the laws of [state of incorporation of the issuer] with authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus, and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Registration Statement and Prospectus; the Company has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it owns or leases real property or transacts business requiring such qualification. The Company has no subsidiaries other than as shown in Exhibit 22 to the Registration Statement.

2.08 Legality of Outstanding Stock. The outstanding common stock of the Company has been duly and validly authorized, issued and is fully paid and nonassessable and will conform to all statements with regard thereto contained in the Registration Statement and Prospectus. No sales of securities have been made by the Company in violation of the registration provisions of the Securities Act of 1933.

2.09 Legality of Stock, Warrant Stock and Warrants. The Stock and Warrant Stock have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this Agreement, will be validly issued, fully paid and nonassessable. The Stock and Warrant Stock, upon issuance, will not be subject to the preemptive rights of any shareholders of the Company. The Warrants, when sold and delivered, will constitute valid and binding obligations of the Company enforceable in accordance with the terms thereof. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Warrants. The Stock and Warrants will conform to all statements with regard thereto in the Registration Statement and Prospectus.

2.10 Prior Sales. No securities of the Company, of an affiliate or of a predecessor of the Company have been sold within one year prior to the date hereof, except as set out in [appropriate item number depending on the form of registration statement] of Part II of the Registration Statement.

2.11 Litigation. Except as set forth in the Registration Statement and Prospectus, there is and at the Closing Date there will be no action, suit or proceeding before any court or governmental agency, authority or body pending or to the knowledge of the Company threatened which might result in judgments against the Company not adequately covered by insurance or which collectively might result in any material adverse change in the condition (financial or otherwise), the business or the prospects of the Company, or would materially affect the properties or assets of the Company.

2.12 Warrants. Upon delivery of and payment for the Warrants to be sold by the Company as set forth in § 3:1 of this Agreement, the Underwriter and the Underwriter's designees will receive good and marketable title thereto, free and clear of all liens, encumbrances, charges, and claims whatsoever; and the Company will have on the effective date of the Registration Statement and at the time of delivery of such Warrants full legal right and power and all authorization and approval required by law to sell, transfer and deliver such Warrants in the manner provided hereunder.

2.13 Finder. The Company knows of no outstanding claims for services in the nature of a finder's fee or origination fee with respect to the sale of the Stock hereunder resulting from its acts for which the Underwriter may be responsible.

2.14 Exhibits. There are no contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations which have not been so filed and each contract to which the Company is a party and to which reference is made in the Prospectus has been duly and validly executed, is in full force and effect in all material respects in accordance with their respective terms, and none of such contracts have been assigned by the Company; and the Company knows of no present situation or condition or fact which would prevent compliance with the terms of such contracts, as amended to date. Except for amendments or modifications of such contracts in the ordinary course of business, the Company has no intention of exercising any right which it may have to cancel any of its obligations under any of such contracts, and has no knowledge that any other party to any of such contracts has any intention not to render full performance under such contracts.

2.15 Tax Returns. The Company has filed all federal and state tax returns which are required to be filed by it and has paid all taxes shown on such returns and on all assessments received by it to the extent such taxes have become due. All taxes with respect to which the Company is obligated have been paid or adequate accruals have been set up to cover any such unpaid taxes.

2.16 Property. Except as otherwise set forth in or contemplated by the Registration Statement and Prospectus, the Company has good title, free and clear of all liens, encumbrances and defects, except liens for current taxes not due and payable, to all property and assets which are described in the Registration Statement and the Prospectus as being owned by the Company, subject only to such exceptions as are not material and do not adversely affect the present or prospective business of the Company.

2.17 Authority. The execution and delivery by the Company of this Contract has been duly authorized by all necessary corporate action and this Contract is the valid, binding and legally enforceable obligation of the Company.

SECTION 3

Purchase and Sale of the Stock

3.01 Purchase of Stock and Over-Allotment Option. The Company hereby agrees to sell to members of the Underwriting Group named in Schedule I hereto (for all of whom the Underwriter is acting), severally and not jointly, and each member of the Underwriting Group, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Compnay, severally and not jointly, the number of shares of Stock set forth opposite their respective names in Schedule I hereto at a purchase price of $[price to be paid by the underwriters for shares purchased which is the offering price to the public less the underwriting discount] per share.

The Company hereby grants to the Underwriting Group an option (the "Option") for a period of [number of days after closing in which underwriters have the right to exercise over-allotment option] days after Closing to purchase at a purchase price of $[price to be paid by the underwriters for shares purchased which is the offering price to the public less the underwriting discount] per share up to [additional shares to be covered by the over-allotment option] additional shares of Stock in order to cover over-allotments. The Option shares of Stock shall be purchased for the account of each member of the Underwriting Group as nearly as practicable in the proportion that the number of shares of Stock set opposite the name of each Underwriter in Schedule I hereto bears to [number of shares to be offered to the public].

3.01.01 Default by an Underwriter. If any of the Underwriters shall fail to purchase the entire number of shares of Stock set opposite its name in Schedule I hereto, and such failure to purchase shall constitute a default by such Underwriter in the performance of its obligations under this Agreement, the remaining Underwriters shall have the right and shall be obligated to take up and pay for (in the respective proportions which the number of shares of Stock set opposite the names of the several remaining Underwriters bears to the aggregate number of shares of Stock set opposite the names of all the remaining Underwriters) the entire amount of shares of Stock which the defaulting Underwriter agreed but failed to purchase, provided, however, that the aggregate amount of all such increases for all nondefaulting Underwriters shall not exceed [maximum number of shares other members of the underwriting group are committed to purchase shares defaulting underwriters fail to purchase] shares of Stock, and provided, further, that in the event that such additional shares of Stock shall exceed the foregoing maximum, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the entire amount (but not less than all) of remaining shares of Stock which all defaulting Underwriters agreed but failed to purchase.

3.01.02 Liability of Defaulting Underwriter. Nothing contained in this § 3:1 shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

3.01.03 Rights of Remaining Underwriters. If any of the Underwriters shall fail to purchase the entire number of shares of Stock set opposite its name and such failure to purchase shall not constitute a default by such Underwriter in the performance of its obligations under this Agreement, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the entire amount (but not less than all) of the shares of Stock which all withdrawing Underwriters agreed but failed to purchase.

3.02 Public Offering Price. After the Commission notifies the Company that the Registration Statement has become effective, the Underwriters propose to offer the Stock to the public at a public offering price of $[offering price to the public] per share as set forth in the Prospectus. The Underwriters may allow such concessions and discounts upon sales to selected dealers as may be determined from time to time by the Underwriter.

3.02.01 Payment For Stock. Payment for the Stock (including Option shares) which the Underwriter agrees to purchase shall be made to the Company or its order by certified or official bank check or checks, in the amount of the purchase price by or on behalf of the Underwriter at the offices of the Underwriter set forth above in ________, ________ upon delivery to the Underwriter of certificates for shares and Warrants in definitive form in such numbers and registered in such names as the Underwriter requests in writing at least [number of days prior to closing managing underwriter is to furnish transfer agent with instructions for breakdown of stock certificates] full business days prior to such delivery.

3.02.02 Closing. The time and date of delivery and payment hereunder is herein called the "Closing Date" and shall take place at the office of the Underwriter at the address set forth in [address at which closing is to take place] at [time of day of the closing] on the [number of business days following effective date of registration statement on which closing is to take place] business day following the effective date of this Agreement; provided however, that such date or time may be extended for not more than [maximum number of days closing may be extended] full business days by agreement between the Underwriter and the Company. Should the Underwriter elect to exercise any part of the over-allotment option pursuant to § 3:1 hereinabove, the time and date of delivery and payment for said over-allotment shares shall be as mutually agreed, but not later than the [number of days after closing in which underwriters have the right to exercise over-allotment option] calendar day after the "Closing Date." Said date is hereinafter referred to as the "Over-Allotment Closing Date."

3.02.03 Inspection of Certificates. For the purpose of expediting the checking and packaging of the certificates for shares and Warrants, the Company agrees to make the certificates available for inspection by the Underwriter at the office of the Underwriter set forth above in [address at which closing is to take place] at least [number of business days] full business day prior to the proposed delivery date.

3.03 Sale of Warrants. The Company will sell and deliver to [name of managing underwriter (or, if appropriate, the Underwriters)] at a purchase price of $[price of the underwriters' warrants] per Warrant, Warrants, dated the date of Closing, substantially in the form of Exhibit A, attached hereto and by this reference incorporated herein, evidencing the right of [name of managing underwriter (or, if appropriate, the Underwriters)] to purchase shares of Warrant Stock at the price per share and upon the terms and conditions provided in the Warrants. The Company shall not be obligated to sell and deliver the Warrants, and the Underwriter will not be obligated to purchase and pay for the Warrants, except upon payment for the shares pursuant to Subsection 3.02.01 hereof.

3.04 Underwriter's Expense Allowance. It is understood that the Company shall reimburse [name of managing underwriter] for its expenses on a nonaccountable basis in the amount of $[underwriters' nonaccountable expense allowance]. [Name of managing underwriter] acknowledges receipt of $[amount of underwriters' nonaccountable expense allowance payable in advance] of said nonaccountable expense allowance. At the Closing and, if applicable, on the Over-Allotment Closing Date, the Company shall pay to [Name of managing underwriter] the unpaid balance of such allowance to defray the expenses incurred by [Name of managing underwriter] in connection with the offering. [Name of managing underwriter] shall be solely responsible for all expenses incurred by it in connection with the offering including, but not limited to, the expenses of its own counsel except as set forth in subsection 5.07 hereof. Notwithstanding the foregoing, if the Registration Statement does not become effective, or the offering is never commenced after it becomes effective, in absence of bad faith on the part of [Name of managing underwriter], it will retain so much of the $[amount of underwriters' nonaccountable expense allowance payable in advance] received from the Company as is equal to its actual accountable expenses and reimburse the Company for the remainder, if any.

3.05 Representations of the Parties. The parties hereto respectively represent that as of the Closing Date the representations herein contained and the statements contained in all the certificates theretofore or simultaneously delivered by any party to another, pursuant to this Agreement, shall in all material respects be true and correct.

3.06 Post-Closing Information. The Underwriter covenants that reasonably promptly after the Closing Date, it will supply the Company with all information required from the Underwriters for the completion of Form SR and such additional information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Stock has been qualified for sale.

3.07 Re-Offers By Selected Dealers. On each sale by the Underwriters of any of the Stock to selected dealers, the Underwriter shall require the selected dealer purchasing any such Stock to agree to re-offer the same on the terms and conditions of the offering set forth in the Registration Statement and Prospectus.

SECTION 4

Registration Statement and Prospectus

4.01 Delivery of Registration Statements. The Company shall deliver to the Underwriter without charge two signed copies of the Registration Statement, including all financial statements and exhibits filed therewith and any amendments or supplements thereto, and shall deliver without charge to the Underwriter five conformed copies of the Registration Statement and any amendment or supplement thereto, including such financial statements and exhibits. The signed copies of the Registration Statement so furnished to the Underwriter will include signed copies of any and all consents and certificates of the independent public accountant certifying to the financial statements included in the Registration Statement and Prospectus and signed copies of any and all consents and certificates of any other person whose profession gives authority to statements made by them and who are named in the Registration Statement or Prospectus as having prepared, certified, or reviewed any part thereof.

4.02 Delivery of Preliminary Prospectus. The Company will deliver to the Underwriter, without charge, prior to the effective date of the Registration Statement as many copies of each Preliminary Prospectus filed with the Commission bearing the Subject to Completion statement required by the Commission's Rule 430 as may be required by the Underwriters. The Company consents to the use of such documents by the Underwriters and by dealers prior to the effective date of the Registration Statement. The Company will deliver at its expense such copies of the Preliminary Prospectus as the Underwriter may deem necessary in order to recirculate the Preliminary Prospectus and/or to permit compliance with the provisions of Rule 15c-2(8)(b).

4.03 Delivery of Prospectus. The Company will deliver, at its expense, as many printed copies of the Prospectus as the Underwriter may require for the purposes contemplated by this Agreement and shall deliver said printed copies of the Prospectus to the Underwriter as soon as practicable after the effective date. The Company will deliver such additional copies at its expense as may be necessary to permit dealers to comply with the requirements of Rule 174. [FN1]

4.04 Further Amendments and Supplements. If during such period of time as in the opinion of the Underwriter or its counsel a Prospectus relating to this financing is required to be delivered under the Act, any event occurs or any event known to the Company relating to or affecting the Company shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time after the effective date of the Registration Statement to amend or supplement the Prospectus to comply with the Act, the Company will forthwith notify the Underwriter thereof and prepare and file with the Commission such further amendment to the Registration Statement or supplemental or amended Prospectus as may be required and furnish and deliver to the Underwriter and to others whose names and addresses are designated by the Underwriter, all at the cost of the Company, a reasonable number of copies of the amended or supplemented Prospectus which as so amended or supplemented will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser or prospective purchaser, and which will comply in all respects with the Act.

4.05 Use of Prospectus. The Company authorizes the Underwriters in connection with the distribution of the Stock and all dealers to whom any of the Stock may be sold by the Underwriters to use the Prospectus as from time to time amended or supplemented, in connection with the offering and sale of the Stock and in accordance with the applicable provisions of the Act and the applicable Rules and Regulations and applicable state blue sky or securities laws.

SECTION 5

Covenants of the Company

The Company covenants and agrees with the Underwriters that:

5.01 Objection of Underwriter to Amendments or Supplements. After the date hereof, the Company will not at any time, whether before or after the effective date of the Registration Statement, file any amendment or supplement to the Registration Statement or Prospectus unless and until a copy of such amendment or supplement has been previously furnished to the Underwriter within a reasonable time period prior to the proposed filing thereof, or of which the Underwriter or counsel for the Underwriter has reasonably objected to, in writing, on the ground that such amendment or supplement is not in compliance with the Act or the Rules and Regulations.

5.02 Company's Best Efforts to Cause Registration Statement to Become Effective. The Company will use its best efforts to cause the Registration Statement and any posteffective amendment subsequently filed, to become effective as promptly as reasonably practicable and will promptly advise the Underwriter, and will confirm such advice in writing (1) when the Registration Statement shall have become effective and when any amendment thereto shall have become effective and when any amendment of or supplement to the Prospectus shall be filed with the Commission, (2) when the Commission shall make a request or suggestion for any amendment to the Registration Statement or the Prospectus or for additional information and the nature and substance thereof, (3) of the issuance by the Commission of an order suspending the effectiveness of the Registration Statement pursuant to Section 8 of the Act or of the initiation of any proceedings for that purpose, (4) of the happening of any event which in the judgment of the Company makes any material statement in the Registration Statement or Prospectus untrue or which requires the making of any changes in the Registration Statement or Prospectus in order to make the statements therein not misleading, and (5) of the refusal to qualify or the suspension of the qualification of the Stock for offering or sale in any jurisdiction, or of the institution of any proceedings for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such order or of any order preventing or suspending such use, to prevent any such refusal to qualify or any such suspension, and to obtain as soon as possible a lifting of any such order, the reversal of any such refusal and the termination of any such suspension.

5.03 Preparation and Filing of Amendments and Supplements. The Company will prepare and file promptly with the Commission, upon request of the Underwriter, such amendments or supplements to the Registration Statement or Prospectus, in form satisfactory to counsel to the Company, as in the opinion of counsel to the Underwriter and of counsel to the Company may be necessary in connection with the offering or distribution of the Stock and will use its best efforts to cause the same to become effective as promptly as possible.

5.04 Blue-Sky Qualification. The Company will, when and as requested by the Underwriter, use reasonable efforts to qualify the Stock or such part thereof as the Underwriter may determine for sale under the so-called blue-sky laws of the states the Underwriter may reasonably request, and to continue such qualification in effect so long as required for the purposes of the distribution of the Stock; provided, however, the Company shall not be required to make a blue-sky filing in any state which would require that shares representing so-called "cheap stock" be escrowed for more than [maximum number of years insiders may be required to escrow stock under applicable blue-sky law] years.

5.05 Financial Statements. The Company at its own expense will prepare and give and will continue to give such financial statements and other information to and as may be required by the Commission, or the proper public bodies of the states in which the Stock may be qualified.

5.06 Reports and Financial Statements to the Underwriter. During the period of [number of years issuer is required to deliver financial statements and reports to the underwriter] years from the Closing Date, the Company will deliver to the Underwriter, copies of each annual report of the Company, and will deliver to the Underwriter: (1) within ninety days after the close of each fiscal year of the Company, a financial report of the Company and its subsidiaries, if any, on a consolidated basis, and a similar financial report of all unconsolidated subsidiaries, if any, all such reports to include a balance sheet as of the end of the preceding fiscal year, an income statement, a statement of changes in financial condition and an analysis of shareholders' equity covering such fiscal year, and all to be in reasonable detail and certified by independent public accountants for the Company; (2) within forty-five days after the end of each quarterly fiscal period of the Company other than the last quarterly fiscal period in any fiscal year, copies of the consolidated income statement and statement of changes in financial condition for that period, and the balance sheet as of the end of that period of the Company and its subsidiaries, if any, and the income statement, statement of changes in financial condition and the balance sheet of each unconsolidated subsidiary, if any, of the Company for that period, all subject to year-end adjustment, certified by the principal financial or accounting officer of the Company; (3) copies of all other statements, documents, or other information which the Company shall mail or otherwise make available to any class of its security holders, or shall file with Commission; and (4) upon request in writing from the Underwriter, furnish to the Underwriter such other information as may reasonably be requested and which may be properly disclosed to the Underwriter with reference to the property, business and affairs of the Company and its subsidiaries, if any.

If the Company shall fail to furnish the Underwriter with financial statements as herein provided, within the times specified herein, the Underwriter shall have the right to have such financial statements prepared by independent public accountants of its own choosing and the Company agrees to furnish such independent public accountants such data and assistance and access to such records as they may reasonably require to enable them to prepare such statements and to pay their reasonable fees and expenses in preparing the same.

5.07 Expenses Paid by the Company. The Company will pay, whether or not the transactions contemplated hereunder are consummated or this Agreement is prevented from becoming effective or is terminated, all costs and expenses incident to the performance of its obligations under this Agreement, including all expenses incident to the authorization of the Stock and their issue and delivery to the Underwriter, any original issue taxes in connection therewith, all transfer taxes, if any, incident to the initial sale of the Stock to the public, the fees and expenses of the Company's counsel and accountants, the costs and expenses incident to the preparation, printing and filing under the Act and with the National Association of Securities Dealers, Inc. of the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, the cost of printing, reproducing and filing all exhibits to the Registration Statement, the underwriting documents and the Selected Dealers Agreement, the cost of printing and furnishing to the Underwriter copies of the Registration Statement and copies of the Prospectus as herein provided, and the cost of qualifying the Stock under the state securities or Blue Sky laws as provided in §§ 6:4-6:9 herein, including expenses and disbursements of the Underwriter incurred in connection with such qualification.

5.08 Reports to Shareholders. During the period of five years from the Closing Date, the Company will, as promptly as possible, not to exceed 120 days, after each annual fiscal period render and distribute reports to its shareholders which will include audited statements of its operations and changes of financial position during such period and its balance sheet as of the end of such period, as to which statements the Company's independent certified public accountants shall have rendered an opinion.

5.09 Section 11(a) Financials. The Company will make generally available to its security holders and will deliver to the Underwriter, as soon as practicable, but in no event later than the first day of the sixteenth full calendar month following the effective date of the Registration Statement, an earnings statement (as to which no opinion need be rendered but which will satisfy the provisions of Section 11(a) of the Act) covering a period of at least 12 months beginning after the effective date of the Registration Statement.

5.10 Post-effective Availability of Prospectus. Within the time during which the Prospectus is required to be delivered under the Act, the Company will comply, at its own expense, with all requirements imposed upon it by the Act, as now or hereafter amended, by the Rules and Regulations, as from time to time may be in force, and by any order of the Commission, so far as necessary to permit the continuance of sales or dealings in the Stock.

5.11 Application of Proceeds. The Company will apply the net proceeds from the sale of the Stock substantially in the manner set forth in the Registration Statement and Prospectus.

5.12 Undertakings of Certain Shareholders. The Company will deliver to the Underwriter, prior to or simultaneously with the execution of this Agreement, the undertaking of each officer, director, and each employee of the Company who owns 5 percent or more of shares of the Company (based on the number of shares to be outstanding prior to the completion of the offering) that such person shall not directly or indirectly offer or sell to the public any portion of the shares of Common Stock owned prior to the effective date of this Agreement or hereafter acquired by exercise of an option for a period of twenty-four months or privately for a period of twelve months from the effective date of the Registration Statement without the Underwriter's prior written consent.

5.13 Delivery of Documents. At the Closing, the Company will deliver to the Underwriter true and correct copies of the articles of incorporation and certificate of incorporation of the Company and all amendments thereto, all such copies to be certified by the Secretary of State of the State of [issuer's state of incorporation] true and correct copies of the bylaws of the Company and of the minutes of all meetings of the directors and shareholders of the Company held prior to the Closing Date which in any way relate to the subject matter of this Agreement; and true and correct copies of all material contracts to which the Company is a part, other than contracts for the sale of products or services in the normal course of business.

5.14 Cooperation With Underwriter's Due Diligence. At all times prior to the Closing Date, the Company will cooperate with the Underwriter in such investigation as the Underwriter may make or cause to be made of all the properties, business and operations of the Company in connection with the purchase and public offering of the Stock, and the Company will make available to the Underwriter in connection therewith such information in its possession as the Underwriter may reasonably request.

5.15 No Sale Period. No offering, sale or other disposition of any common stock, equity or long-term debt will be made within one year after the effective date of the Prospectus, directly or indirectly, by the Company, otherwise than hereunder or with the Underwriter's consent.

5.16 Appointment of Transfer Agent. The Company has appointed the [name of Transfer Agent] as Transfer Agent for the Stock subject to the Closing. The Company will not change or terminate such appointment for a period of three years from the effective date without first obtaining the written consent of the Underwriter, which consent shall not be unreasonably withheld.

5.17 Compliance With Conditions Precedent. The Company will use all reasonable efforts to comply or cause to be complied with the conditions precedent to the several obligations of the Underwriters in Section 8 hereof.

5.18 Registration Under the Exchange Act. The Company shall, within 90 days after the effective date, register the class of equity securities which constitutes the Stock by filing with the Securities and Exchange Commission a registration statement (and such copies thereof as the Commission may require) with respect to such security, containing such information and documents as the Commission may specify comparable to that which is required in an application to register a security pursuant to subsection (g) of Section 12 of the Securities Exchange Act of 1934, as amended.

5.19 Application to Moody's. The Company shall, within 120 days after the effective date, apply for listing in Moody's Over-The-Counter Manual and shall use its best efforts to have the Company listed in such manual.

5.20 Application to NASDAQ. The Company shall upon request of the Underwriter apply for entry of the Common Stock on the NASD automated quotation system and shall in such event use its best efforts to have its common stock quoted on that system.

SECTION 6

Indemnification

6.01 Indemnification by Company. The Company agrees to indemnify and hold harmless the Underwriters and each person who controls any underwriter within the meaning of Section 15 of the Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or at common law and to reimburse persons indemnified as above for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and litigation arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto or any application or other document filed in order to qualify the Stock under the Blue Sky or securities laws of the states where filings were made, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this subsection 6.01 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to the Underwriter or any person controlling the Underwriters in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statements or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information peculiarly within the knowledge of the Underwriter and furnished in writing to the Company by the Underwriter specifically for use in connection with the preparation of the Registration Statement and Prospectus or any such amendment or supplement thereto. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Underwriters. The Underwriters agree within ten days after the receipt by them of written notice of the commencement of any action against them or against any person controlling them as aforesaid, in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this subsection 6.01 to notify the Company in writing of the commencement thereof. The failure of the Underwriters so to notify the Company of any such action shall relieve the Company from any liability which it may have to the Underwriters or any person controlling them as aforesaid on account of the indemnity agreement contained in this subsection 6.01, but shall not relieve the Company from any other liability which it may have to the Underwriters or such controlling person. In case any such action shall be brought against the Underwriters or any such controlling person and the Underwriters shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Underwriter or such controlling person or persons, defendant or defendants in such litigation. The Company agrees to notify the Underwriter promptly of commencement of any litigation or proceedings against it or any of its officers or directors, of which it may be advised, in connection with the issue and sale of any of its securities and to furnish to the Underwriter, at its request, copies of all pleadings therein and permit the Underwriter to be an observer therein and apprise the Underwriter of all developments therein, all at the Company's expense. Provided, however, that in no event shall the indemnification agreement contained in this Section 6.01 inure to the benefit of any Underwriter (or any person controlling such Underwriter) on account of any losses, claims, damages, liabilities or actions arising from the sale of the Common Stock upon the public offering to any person by such Underwriter if such losses, claims, damages, liabilities or actions arise out of, or are based upon, an untrue statement or omission or alleged untrue statement or omission in a Preliminary Prospectus and if the Prospectus shall correct the untrue statement or omission or the alleged untrue statement or omission which is the basis of the loss, claim, damage, liability or action for which indemnification is sought and a copy of the Prospectus had not been sent or given to such person at or prior to the confirmation of such sale to him in any case where such delivery is required by the Securities Act, unless such failure to deliver the Prospectus was a result of noncompliance by the Company with §§ 4:6-4:23 hereof.

6.02 Indemnification By Underwriter. The Underwriters severally agree, to the extent of and only to the extent of their commitment pursuant to Schedule I, in the same manner as set forth in subsection 6.01 above, to indemnify and hold harmless the Company, the directors of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Act with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Stock under the blue sky or securities laws thereof, or any information furnished pursuant to §§ 3:28-3:31 hereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Underwriter on its behalf specifically for use in connection with the preparation thereof or supplement thereto. The Underwriters shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without the consent of the Underwriter. In case of commencement of any action in respect of which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in this subsection 6.02, each person agreed to be indemnified by the Underwriters shall have the same obligation to notify the Underwriters as the Underwriters have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such notice is not given, and the Underwriters shall have the same right to participate in (and, to the extent that they shall wish, to direct) the defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company. The Underwriters agree to notify the Company promptly of the commencement of any litigation or proceeding against the Underwriters or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and to furnish to the Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Underwriters' expense, and permit the Company to be an observer therein.

6.03 Contribution. If the indemnification provided for in this Section 6 is unavailable to or insufficient to hold harmless an indemnified party under subsections 6.01 and 6.02 above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect not only (1) the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Stock, but also (2) the relative fault of the Company and the Underwriters in connection with the statements or omissions which resulted in such losses, claims, damages, or liabilities (or action in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and their parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection 6.03 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection. The amount paid or payable by the indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection 6.03 shall be deemed to include any legal or other expenses to which such indemnified party would be entitled if subsections 6.01 and 6.02 were applied. Notwithstanding the provisions of this subsection 6.03, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price which Stock underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection 6.03 to contribute are several in proportion to their respective underwriting obligations and not joint.

SECTION 7

Effectiveness of Contract

This Contract shall become effective (1) at [time of day on which underwriting agreement will become effective] time, on the first full business day after the effective date of the Registration Statement, or (2) upon release by the Underwriter of the Stock for offering after the effective date, whichever shall first occur [unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective, or unless prior to such time you, or through you such of the Underwriters as have agreed to purchase in the aggregate fifty percent or more of the Shares hereunder, shall have given notice to the Company that you or such Underwriters elect that this Agreement shall not become effective; provided, however, that the provisions of this Section and of Sections ________ and ________ hereof shall at all times remain effective. The time of the release by the Underwriter of the Stock for offering, for the purposes of this Section 7, shall mean the time of the release by the Underwriter for publication of the first newspaper advertisement which is subsequently published relating to the Stock, or the time of the first mailing of copies of the Prospectus relating to the Stock which are subsequently delivered, whichever shall first occur. The Underwriter agrees to notify the Company immediately after the Underwriter shall have taken any action, by release or otherwise, whereby this Agreement shall have become effective. This Agreement shall, nevertheless, become effective at such time earlier than the time specified above, after the effective date, as the Underwriter may determine by notice to the Company.

SECTION 8

Conditions of the Underwriters' Obligations

The Underwriters' obligations hereunder to purchase the Stock and to make payment to the Company hereunder on the Closing Date shall be subject to the accuracy, as of the Closing Date, of the representations and warranties on the part of the Company herein contained, to the performance by the Company of all its agreements herein contained, to the fulfillment of or compliance by the Company with all covenants and conditions hereof, and to the following additional conditions:

8.01 Effectiveness of Registration Statement. The Registration Statement shall have become effective on or prior to 12:00 Noon ________ time, on [date by which registration statement must become effective in order for underwriting agreement to remain in effect] or such later date as the Underwriter may agree to. On or prior to the Closing Date, no order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission or be pending; any request for additional information on the part of the Commission (to be included in the Registration Statement or Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission; and neither the Registration Statement or the Prospectus nor any amendment thereto shall have been filed to which counsel to the Underwriter shall have reasonably objected in writing or have not given their consent.

8.02 Accuracy of Registration Statement. The Underwriter shall not have disclosed in writing to the Company that the Registration Statement or the Prospectus or any amendment thereof or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel to the Underwriter, is material, or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein, or is necessary to make the statements therein not misleading.

8.03 Casualty and Other Calamity. Between the date hereof and the Closing Date, the Company shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or any other cause, of such character as materially adversely affects its business or property considered as an entire entity, whether or not such loss is covered by insurance and neither [name of key employee, the death or disability of which will excuse performance by the underwriters] nor [name of key employee] shall have suffered any injury or disability of a nature which would materially adversely affect his ability to properly function as an officer and director of the Company.

8.04 Litigation and Other Proceedings. Between the date hereof and the Closing Date, there shall be no litigation instituted or threatened against the Company and there shall be no proceeding instituted or threatened against the Company before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, patents, operations or financial condition or income of the Company considered as an entity.

8.05 Lack of Material Change. Except as contemplated herein or as set forth in the Registration Statement and Prospectus, during the period subsequent to the date of the last audited balance sheet included in the Registration Statement and prior to the Closing Date, the Company (1) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date of the last audited balance sheet included in the Registration Statement, and (2) except in the ordinary course of its business, the Company shall not have incurred any liabilities or obligations (direct or contingent) or disposed of any of its assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise. At the Closing Date, the capital stock and surplus accounts of the Company shall be substantially the same as at the date of the last audited balance sheet included in the Registration Statement, without considering the proceeds from the sale of the Stock, other than as may be set forth in the Prospectus, and except as the surplus reflects the result of continued losses from operations.

8.06 Review By and Opinion of Underwriter's Counsel. The authorization of the Stock, the Warrants, the Warrant Stock, the Registration Statement, the Prospectus and all corporate proceedings and other legal matters incident thereto and to this Agreement shall be reasonably satisfactory in all respects to counsel to the Underwriter. The Underwriter shall have received an opinion dated as of the Closing Date from its counsel, substantially in the form of the opinion called for by Section 8.07(8), qualified in such manner as the Underwriter may deem acceptable.

8.07 Opinion of Counsel. The Company (which term shall include any subsidiaries of the Company) shall have furnished to the Underwriter the opinion, dated the Closing Date, addressed to the Underwriter, from [name of issuer's SEC counsel], counsel to the Company, to the effect that based upon a review by them of the Registration Statement, Prospectus, the Company's certificate of incorporation, bylaws, and relevant corporate procedings, an examination of such statutes they deem necessary and such other investigation by such counsel as they deem necessary to express such opinion:

(1) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of [issuer's state of incorporation], with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the Registration Statement and Prospectus.

(2) The Company is not required to qualify or register as a foreign corporation in any state and there are no jurisdictions in which the Company's ownership of property or its conduct of business requires such qualification or registration and where the failure to so qualify would have a material adverse effect on its operations.

(3) The Company has authorized and outstanding capital stock as set forth in the Registration Statement and Prospectus; the outstanding common stock of the Company, the Stock, and the Warrants conform to the statements concerning them in the Registration Statement and Prospectus; the outstanding common stock of the Company has been duly and validly issued and is fully-paid and nonassessable and contains no preemptive rights; the Stock has been, and the shares of Warrant Stock issuable upon exercise of the Warrants will be, duly and validly authorized and, upon issuance thereof and payment therefor in accordance with this Agreement and the Warrants, will be duly and validly issued, fully paid and nonassessable, and will not be subject to the preemptive rights of any shareholder of the Company.

(4) The Warrants have been duly and validly authorized and issued and are valid and binding instruments enforceable in accordance with their terms.

(5) A sufficient number of shares of common stock have been duly reserved for issuance upon exercise of the Warrants.

(6) No consents, approvals, authorizations, or orders of agencies, officers, or other regulatory authorities are known to such counsel which are necessary for the valid authorization, issue or sale of the Stock hereunder, except as required under the Act or blue sky or state securities laws.

(7) The issuance and sale of the Stock, the Warrants, and the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not conflict with or result in a breach of any of the terms, conditions, or provisions of or constitute a default under the certificate of incorporation, or bylaws of the Company, or any note, indenture, mortgage, deed of trust, or other agreement or instrument known to such counsel to which the Company is a party or by which the Company or any of its property is bound or any existing law (provided this paragraph shall not relate to federal or state securities laws), order, rule, regulation, writ, injunction, or decree known to such counsel of any government, governmental instrumentality, agency, body, arbitration tribunal, or court, domestic or foreign, having jurisdiction over the Company or its property.

(8) The Registration Statement has become effective under the Act and, to the best of the knowledge of such counsel, no order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated by the Commission under the Act; and the Registration Statement and Prospectus, and each amendment and supplement thereto, comply as to form in all material respects with the requirements of the Act and the Rules and Regulations thereunder, and after a reasonable investigation such counsel has no reason to believe that either the Registration Statement or the Prospectus or any such amendment or supplement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which made (except that no opinion need be expressed as to financial statements contained in the Registration Statement or Prospectus); and such counsel is familiar with all contracts referred to in the Registration Statement or Prospectus and such contracts are sufficiently summarized or disclosed therein or filed as exhibits thereto as required, and such counsel, after a reasonable investigation, does not know of any contracts required to be summarized or disclosed or filed, and such counsel, after a reasonable investigation, does not know of any legal or governmental proceedings pending or threatened to which the Company is the subject of such a character required to be disclosed in the Registration Statement or the Prospectus which are not disclosed and properly described therein.

(9) This Agreement has been duly authorized and executed by the Company and is a valid and binding agreement of the Company.

As to routine factual matters such as the issuance of stock certificates and receipt of payment therefor, the states in which the Company transacts business, the adoption of resolutions reflected by the Company's minute books and the like, such counsel may rely on the certificate of an appropriate officer of the Company. Such opinion shall also cover such other matters incident to the transactions contemplated by this Agreement as the Underwriter shall reasonably request.

8.08.01 Accountant's Letter. The Underwriter shall have received a letter addressed to it and dated the date of this Agreement and the Closing Date, respectively, from [name of independent public accountants certifying financial statements], independent public accountants for the Company, stating that (1) with respect to the Company they are independent public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-K [FN2] as reflected by the Registration Statement is correct insofar as it relates to them; (2) in their opinion, the financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply in all material respects with the applicable accounting requirements of the Act and the published Rules and Regulations thereunder with respect to registration statements on Form S-[appropriate SEC registration form number, i.e., S-1, S-2]; (3) on the basis of certain indicated procedures (but not an examination in accordance with generally accepted accounting principles), including examinations of the instruments of the Company set forth under "Capitalization" in the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, whether or not appearing in the Prospectus, inquiries of the officers of the Company or other persons responsible for its financial and accounting matters regarding the specific items for which representations are requested below and a reading of the minute books of the Company, nothing has come to their attention which would cause them to believe that during the period from the last audited balance sheet included in the Registration Statement to a specified date not more than five days prior to the date of such letter (a) there has been any change in the capital stock or other securities of the Company or any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company from that shown or contemplated under "Capitalization" in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets as compared with amounts shown in the last audited balance sheet included in the Prospectus so as to make said financial statements misleading; and (c) on the basis of the indicated procedures and discussions referred to in clause (3) above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that (i) the unaudited financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the financial position and results of the Company, for the periods indicated, in conformity with the generally accepted accounting principles applied on a consistent basis with the audited financial statements, and (ii) the dollar amounts, percentages and other financial information set forth in the Registration Statement and Prospectus under the captions "Prospectus Summary," "Risk Factors," "Dilution," "Capitalization," "Remuneration," "Stock Option Plan," "Principle Shareholders," and "Interest of Management and Others in Certain Transactions," are not in agreement with the Company's general ledger, financial records or computations made by the Company therefrom.

8.08.02 Conformed Copies of Accountant's Letter. The Underwriter shall be furnished without charge, in addition to the original signed copies, such number of signed or photostatic or conformed copies of such letters as the Underwriter shall reasonably request.

8.09 Officers' Certificate. The Company shall have furnished to the Underwriter a certificate by the President and chief financial officer, dated as of the Closing Date, to the effect that:

(1) The representations and warranties of the Company in this Agreement are true and correct at and as of the Closing Date, and the Company has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date.

(2) The Registration Statement has become effective and no order suspending the effectiveness of the Registration Statement has been issued and to the best of the knowledge of the respective signers, no proceeding for that purpose has been initiated or is threatened by the Commission.

(3) The respective signers have each carefully examined the Registration Statement and Prospectus and any amendments and supplements thereto, and to the best of their knowledge the Registration Statement and the Prospectus and any amendments and supplements thereto contain all statements required to be stated therein, and all statements contained therein are true and correct, and neither the Registration Statement nor Prospectus nor any amendment or supplement thereto includes any 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 not misleading and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amended or a supplemented Prospectus which has not been so set forth.

(4) Except as set forth in the Registration Statement and Prospectus since the respective dates as of which the periods for which information is given in the Registration Statement and Prospectus and prior to the date of such certificate, (a) there has not been any substantially adverse change, financial or otherwise, in the affairs or condition of the Company, and (b) the Company has not incurred any liabilities, direct or contingent, or entered into any transactions, otherwise than in the ordinary course of business.

(5) Subsequent to the respective dates as of which information is given in the Registration Statement and Prospectus, no dividends or distribution whatever have been declared and/or paid on or with respect to the common stock of the Company.

8.10 Tender of Delivery of Stock. All of the Stock being offered by the Company and the Warrants being purchased from the Company by the Underwriter shall be tendered for delivery in accordance with the terms and provisions of this Agreement.

8.11 Blue-Sky Qualification. The Stock shall be qualified in such states as the Underwriter may reasonably request pursuant to §§ 6:4-6:9, and each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date.

8.12 Approval of Underwriter's Counsel. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to counsel to the Underwriter, whose approval shall not be unreasonably withheld. The suggested form of such documents shall be provided to the counsel for the Underwriter at least one business day before the Closing Date. The Underwriter's counsel will provide a written memorandum stating such closing documents which he deems necessary for their review. Such memorandum shall be delivered five business days before the Closing Date to counsel for the Company.

8.13 Officers' Certificate As a Company Representative. Any certificate signed by an officer of the Company and delivered to the Underwriter or to counsel for the Underwriter will be deemed a representation and warranty by the Company to the Underwriter as to the statements made therein.

SECTION 9

Termination

9.01 Termination Because of Noncompliance. This Agreement may be terminated by the Underwriter by notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled (including but not limited to those specified in Sections 2, 3, 4, 5, and 8 hereof) within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by the Underwriter in writing.

9.02 Market Out Termination. This Agreement may be terminated by the Underwriter by notice to the Company at any time if, in the judgment of the Underwriter, payment for and delivery of the Stock is rendered impracticable or inadvisable because (1) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or minimum or maximum prices shall have been generally established on the New York Stock Exchange, or trading in securities generally on such Exchange shall have been suspended, or a general moratorium shall have been established by federal or state authorities, or (2) a war or other national calamity shall have occurred, or (3) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Stock to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter to proceed with this Agreement or with the public offering, or (4) of any material matter materially adversely affecting the Company.

9.03 Effect of Termination Hereunder. Any termination of this Agreement pursuant to this Section 9 shall be without liability of any character (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party thereto, except that the Company shall remain obligated to pay the costs and expenses provided to be paid by it specified in Section 5.07; and the Company and the Underwriter shall be obligated to pay, respectively, all losses, claims, damages, or liabilities, joint or several, under Section 6.01 in the case of the Company and Section 6.02 in the case of the Underwriter.

SECTION 10

Underwriters' Representations and Warranties

The Underwriters represent and warrant to and agree with the Company that:

10.01 Registration as Broker-Dealer and Member of NASD. Each underwriter is registered as a broker-dealer with the Securities and Exchange Commission and is registered as a broker-dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.

10.02 No Pending Proceedings. There is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, either in any court of competent jurisdiction, before the Securities and Exchange Commission or any state securities commission concerning its activities as a broker or dealer, nor has the Underwriter been named as a "cause" in any such action or proceeding.

10.03 Company's Right to Terminate. In the event any action or proceeding of the type referred to in subparagraph 10.02 above shall be instituted or threatened against the Underwriter at any time prior to the effective date hereunder, or in the event there shall be filed by or against it in any court pursuant to any federal, state, local or municipal statute, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of its assets or if it makes an assignment for the benefit of creditors, the Company shall have the right on three days' written notice to the Underwriter to terminate this Agreement without any liability to the Underwriter of any kind except for the payment of all expenses as provided herein.

SECTION 11

Right of First Refusal

11.01 Consultation With Underwriter. For a period of five years from the date of the definitive prospectus, the Company and its officers and directors agree to consult with [Name of managing underwriter] in respect of any prospective or actual public or private offering of securities of the Company (as such term is defined in this subsection 11.01) for cash other than to employees.

For the purposes of this Section 11, the term, "securities of the Company" shall be deemed to include any debt or equity securities of the Company other than debt securities secured by chattel mortgages or equipment or property of the Company, the maturity date of which is less than two years, and which are offered by the Company for sale or sold by the Company only to commercial banks, insurance companies, recognized finance companies or pension trusts. Also specifically excluded are public offerings and/or private offerings of the Company's shares in exchange for properties, assets or stock of other individuals or corporations. The Company shall not be required to consult with the Underwriter concerning any borrowings from banks and institutional lenders or concerning financing under any equipment leasing or similar arrangements.

11.02 Underwriter's Right of First Refusal. For a period of [number of years right of first refusal is to remain in existence] years from the date of the definitive prospectus, the Company will not enter into an agreement for any public or private offering for cash (other than to employees) of any securities of the Company as defined in §§ 18:1-18:5 to or through any person, firm or corporation other than [name of managing underwriter] unless and until the Company shall have first negotiated for the sale of the Company's securities with or offered to sell its securities to [name of managing underwriter]. The Company shall notify [name of managing underwriter] in writing of the Company's intention to offer its securities in a covered offering and the terms (including the price to the Underwriter or other method of determining the underwriting discount or fee) and conditions of the proposed offering. [Name of managing underwriter] shall then have [number of days underwriter has to exercise right of first refusal] days from the date it receives such written notice from the Company to decide whether it wishes to participate as Manager, Co-Manager, or otherwise, as determined by the Underwriter, in the proposed offering. If [name of managing underwriter] determines that it does not wish to participate in the proposed offering, then it shall so notify the Company of its intention in writing within such [number of days underwriter has to exercise right of first refusal] day period. The Company may within a period of [number of days issuer has to enter into letter of intent with another underwriter if the underwriter does not exercise right of first refusal] days from the date of receipt of such notice then enter into a letter of intent for the public sale or, as appropriate, a contract for the private sale, of any of its securities through any other person, firm or corporation on the same general terms and conditions as those which were tendered to [name of managing underwriter]. Provided, however, as to a public offering, if a definitive underwriting agreement with a firm commitment is not executed by the Company with such third party within [number of days within which issuer must enter into underwriting agreement with another underwriter] days thereafter, all the rights of the Underwriter hereunder shall be reinstated. Nothing in this Agreement shall be construed as granting the continuation of such preferential right on the part of [name of managing underwriter] beyond such [number of years right of first refusal is to remain in existence]-year period. The Company shall not be required to consult with the Underwriter concerning any borrowings from banks and institutional lenders or concerning financing under any equipment leasing or similar arrangements.

SECTION 12

Notice

Except as otherwise expressly provided in this Agreement:

12.01 Notice to the Company. Whenever notice is required by the provisions of this Underwriting Agreement to be given to the Company, such notice shall be in writing addressed to the Company as follows:

[address of company to which notices are to be sent]

with a copy to:

[name and address of person (e.g., issuer's attorney) to whom copy of notices is to be sent]

12.02 Notice to the Underwriters. Whenever notice is required by the provisions of this Agreement to be given to the Underwriters, such notice shall be given in writing addressed to the Underwriter at the address set out at the beginning of this Agreement, with a copy to: [name and address of person to whom copy of notices to underwriter is to be sent], Attention: ________.

SECTION 13

Miscellaneous

13.01 Benefit. This Agreement is made solely for the benefit of the Underwriters, the Company, their respective officers and directors and any controlling person referred to in Section 15 of the Act, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successor" or the term "successors and assigns" as used in this Agreement shall not include any purchasers, as such, of any of the Stock.

13.02 Survival. The respective indemnities, agreements, representations, warranties, covenants and other statements of the Company or its officers as set forth in or made pursuant to this Agreement and the indemnity agreements of the Company and the Underwriters contained in Section 6 hereof shall survive and remain in full force and effect, regardless of (1) any investigation made by or on behalf of the Company or the Underwriters or any such officer or director thereof or any controlling person of the Company or of the Underwriters, (2) delivery of or payment for the Stock, (3) the Closing Date, and (4) any successor of the Company and the Underwriters or any controlling person, officer or director thereof, as the case may be, shall be entitled to the benefits hereof.

13.03 Governing Law. The validity, interpretation and construction of this Agreement and of each part hereof will be governed by the laws of the State of [name of state the laws of which are to govern the agreement].

13.04 Underwriters' Information. The statements with respect to the public offering of the Stock on the cover page of the Prospectus and under the caption "Underwriting" in the Prospectus constitute the written information furnished by or on behalf of the Underwriters referred to in subsection 2.02 hereof, in subsection 6.01 hereof and subsection 6.02 hereof.

13.05 Counterparts. This Agreement may be executed in any number of counterparts, each of which may be deemed an original and all of which together will constitute one and the same instrument.

Please confirm that the foregoing correctly sets forth the Agreement between you and the Company.

Very truly yours,

[name of issuer]

 ATTEST:    By  _________________________________

 _________      [name of issuer's officer signing

 Secretary      agreement] President

WE HEREBY CONFIRM AS OF THE DATE HEREOF THAT THE ABOVE LETTER SETS FORTH THE AGREEMENT BETWEEN THE COMPANY AND US.

[Name of managing underwriter]

(for itself and as Representative of the members of the Underwriting Group)

 By  ________________________________

     [Name of officer of managing un-

     derwriter signing the agreement]