Rule l0b5-1 Trading Plan

1.

Specific Plan of Purchase . FIG agrees to effect Purchases of common stock, par value $1.00 per share, of Purchaser (the "Stock") on behalf of Purchaser in accordance with the specific instructions set forth in Exhibit A hereto (the "Purchases Instructions").

2.

Fees/Commissions . Purchaser shall pay FIG $.04 per share for stock purchased; such amount to be added by FIG to the principal purchase price for securities purchased under this Trading Plan.

3.

Purchaser's Representations and Warranties . As of the date hereof, Purchaser represents and warrants that:

(a)

Purchaser is not aware of any material nonpublic information concerning Purchaser or any securities of Purchaser;

(b)

Purchaser is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1; and

(c)

Purchaser is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent FIG from conducting purchases in accordance with this Trading Plan.

4.

Agreements by Purchaser .

Delivery of Funds .   Purchaser agrees to deliver the appropriate funds for all shares of stock to be bought pursuant to this Trading Plan into an account at FIG in the name of and for the benefit of Purchaser (the "Plan Account") via normal T + 3 settlement after each and every purchase. Upon notification from FIG, if any, that the amount delivered is less than the amount purchased, Purchaser agrees to deliver promptly to the Plan Account the appropriate funds necessary to eliminate this shortfall.

(b)

No Influence . Purchaser acknowledges and agrees that Purchaser does not have, and shall not attempt to exercise, any influence over how, when or whether to effect Purchases of Stock pursuant to this Trading Plan.

(c)

Discretion . Purchaser acknowledges and agrees that FIG and its affiliates and any of their respective officers, employees or other representatives shall not exercise discretionary authority or discretionary control in connection with effecting Purchases under this Trading Plan, except pursuant to the Purchaser's Instructions under this Trading Plan or the express provisions of this Trading Plan.

(d)

Relief from Obligation to Effect Purchases . Purchaser understands that FIG may not be able to effect a Stock purchase due to a market disruption or a legal, regulatory, or contractual restriction applicable to FIG. If any purchase cannot be executed as required by this Trading Plan, due to market disruption, a legal, regulatory or contractual restriction applicable to FIG or any other event, FIG agrees to effect such purchase as promptly as practical after the cessation or termination of such market disruption, applicable restriction or other event, subject to the instructions set forth in this letter and in Exhibit A . In the event FIG is unable to effect a Stock purchase for the reasons set forth in this paragraph, FIG will promptly notify Purchaser’s representatives in accordance with paragraph 9 below.

5.

Suspension . Purchases under this Trading Plan shall be suspended as follows:

(a)

Promptly after the date on which FIG receives notice from Purchaser of legal, contractual or regulatory restrictions applicable to Purchaser or Purchaser's affiliates that would prevent FIG from buying Stock for Purchaser's account during the Plan Purchases Period (as defined below) (such notice merely stating that there is a restriction applicable to Purchaser without specifying the reasons for the restriction), including a restriction based on Purchaser's awareness of material nonpublic information in connection with a tender offer for Purchaser's securities (transactions on the basis of which Rule 14e-3 of the Exchange Act could be violated).

(b)

In the event of a Qualifying Securities Offering (as defined below), from the Suspension Date until FIG receives notice from Purchaser of the Resumption Date (each as defined below); provided, however, that (i) FIG has received reasonable notice of such Qualifying Securities Offering from Purchaser; and (ii) Purchaser certifies that Purchaser has no control over the date on which the Preliminary Offering Document or Underwriting Agreement (each, as defined below) is filed, used, distributed or executed, as the case may be.

(c)

"Qualifying Securities Offering" means any offering of securities of Purchaser for cash in which the lead underwriter, lead manager, initial purchaser, placement agent or other entity performing a similar function (each, an "Underwriter") requires Purchaser to agree to restrict Purchaser's ability to effect Purchases pursuant to this Trading Plan. "Suspension Date" means the earlier of (i) the date on which a preliminary prospectus, offering memorandum, offering circular or other disclosure document (each, a "Preliminary Offering Document") is first used to market securities of Purchaser by the Underwriter, or (ii) if no such offering document is used in connection with a Qualifying Securities Offering, the date on which the underwriting agreement, purchase agreement, placement agent agreement or similar agreement (each, an "Underwriting Agreement") is entered into by the Underwriter and Purchaser. "Resumption Date" means the day immediately following the expiration of the time period during which Purchaser was restricted from effecting Purchases pursuant to this Trading Plan in accordance with the Underwriting Agreement.

(d)

In the event that FIG becomes aware of material nonpublic information concerning Purchaser or the Stock, FIG may be required by applicable law or, in its sole discretion, find it advisable, to suspend Purchases under this Trading Plan. In such case, FIG shall promptly notify Purchaser of the suspension of Purchases under this Trading Plan.

6.

Effectiveness and Termination . This Trading Plan is effective as of the date first written above and will terminate on the earliest to occur of the following (the "Plan Purchases Period"):

(a)

on February 28, 2006;

(b)

upon the determination by FIG, or promptly after the determination by Purchaser and notice to FIG (either of which determinations must be reasonable), that this Trading Plan does not comply with Rule 10b5-1;

(c)

the date that the aggregate number of shares of Stock bought pursuant to this Trading Plan reaches 100,000 shares; or

(d)

Purchaser delivers written notice to FIG to terminate the Trading Plan for any reason.

7.

Indemnification .

(a)

Purchaser agrees to indemnify and hold harmless FIG and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to FIG’s actions taken or no