SALES TRADING PLAN AGREEMENT

(a)

The Company desires that the Broker effect purchases of the Shares on its behalf in accordance with trading requirements adopted by the Company and to be delivered in writing to the Broker by separate letter (the "Initial Trading Instructions").  The trading requirements adopted by the Company are referred to herein as the "Program Period."

(b)

In furtherance of Section 1(a) hereof, the Company directs the Broker to purchase, in customary brokerage transactions, the Shares, for the Company's account or accounts, in the Broker's sole discretion as to execution and timing, subject to the condition that as of the time of any purchase of Shares, any individual employee of the Broker making the Broker's investment decisions on behalf of the Company shall not be in possession of or aware of material nonpublic information relating to the Company's business, operations or prospects or the value of the Common Stock ("Material Nonpublic Information").

(c)

Notwithstanding the foregoing, the Broker shall not purchase Shares at any time when the Broker, in its sole discretion, shall have determined that such purchase would violate applicable law, including, without limitation, Section 10(b) of the 1934 Act and the rules and regulations promulgated thereunder and Section 5 of the Securities Act of 1933, as amended (the "1933 Act").

(d)

The Company agrees that, during the Program Period, it shall not exercise any subsequent influence over how, when or whether to effect purchases of the Shares, except that the Company may amend this Agreement as set forth in Section 3 hereof.  Each of the Company and the Broker agrees that it will not discuss with the other the Company's business, operations or prospects or any other information likely to be related to the value of the Shares or likely to influence a decision to purchase the Shares.  Notwithstanding the preceding sentence, with the approval of counsel to the Broker, the Company may communicate with Broker personnel who are not responsible for, and have no ability to influence, the execution of the trading plan set forth in this Agreement.

(a)

The Company represents, warrants and covenants to the Broker as follows:

(i)

The Company is not, as of the date hereof, aware of or in possession of Material Nonpublic Information.

(ii)

The Company will at all times, in connection with the performance of this Agreement, comply with all applicable laws, including, without limitation, Section 16 of the 1934 Act and the rules and regulations promulgated thereunder.

(iii)

The Company agrees to provide such additional information and to execute such additional documents or instruments as may be reasonably requested by the Broker in connection with the performance of this Agreement and to confirm compliance with applicable law.

(iv)

The Company's Board has approved this Agreement.

(v)

This Agreement constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors' rights and general principles of equity, and as rights to indemnity hereunder may be limited by applicable law.

(b)

The Broker represents, warrants and covenants to the Company as follows:

(i)

The Broker has implemented reasonable policies and p