SHAREHOLDER SUPPORT AGREEMENT

hereby agrees to vote or cause to be voted all Shareholder Shares that such Shareholder is entitled to vote at the time of any vote of the shareholders of Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and the Merger, (ii) against any proposal or transaction which could prevent or delay the consummation of the Merger, and (iii) against any corporate action which would frustrate the purposes of, or prevent or delay the consummation of, the Merger.

(b)            If any shareholder vote in respect of the Merger Agreement or the Merger is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of shareholders shall apply thereto.

(c)            Each Shareholder shall retain at all times the right to vote his or her Shareholder Shares in such Shareholders’ sole discretion and without any other limitation on those matters other than those set forth in this Section 2.01 that are at any time or from time to time presented for consideration to the Company’s shareholders generally.

Section 2.02            Proxy .  Except with respect to any proxy delivered in connection with the Company’s 2008 annual meeting of shareholders and then only to the extent such proxy is not inconsistent with the voting agreement set forth in Section 2.01 above, each Shareholder hereby revokes any and all previous proxies granted with respect to the Shareholder Shares. By entering into this Agreement, each Shareholder hereby grants a limited irrevocable proxy, within the meaning of the DGCL, appointing Merger Sub as such Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon and limited to only those matters described in Section 2.01 above, as Merger Sub or its proxy or substitute shall, in Merger Sub’s sole discretion, deem proper with respect to the Shareholder Shares. The proxy granted by each Shareholder pursuant to this Section 2.02 is irrevocable and is granted in consideration of Merger Sub’s entering into the Merger Agreement, and such irrevocable proxy shall remain in effect until the Termination Date, notwithstanding the death or incapacity of such Shareholder.  Such proxy shall be revoked on the Termination Date.  Each Shareholder intends this limited proxy to be irrevocable and will take such further action and execute such other instruments as may be necessary to effectuate the intent of such proxy, including, without limitation, filing written notice thereof with the secretary of the Company or permitting Merger Sub, as such Shareholder’s attorney-in-fact, to file a copy of this Agreement with the secretary of the Company.

Section 2.03            Capacity .  Each Shareholder is only obligating himself or herself in his or her capacity as a shareholder of the Company and not agreeing to take any action or forego taking any action in his or her capacity as an officer or director of the Company.  Nothing contained in this Agreement shall be construed to prohibit any Shareholder, solely in such Shareholder’s capacity as an officer or director of the Company, from discharging such Shareholder’s obligations as an officer or director, including, but not limited to, the exercise of fiduciary duties under applicable law and all actions permitted under Section 5.10 of the Merger Agreement.

Section 2.04            Shareholder Obligations Several and Not Joint.   The obligations of each Shareholder hereunder shall be several and not joint and no Shareholder shall be liable for any breach of the terms of this Agreement by any other Shareholder.

ARTICLE 3

Representations and Warranties of Shareholders

Each Shareholder represents and warrants to Merger Sub that:

Section 3.01            Valid Title .  There are no restrictions on Shareholder’s voting rights or rights of

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disposition with respect to the Shareholder Shares, except securities Law requirements.  None of the Shareholder Shares are subject to any voting trust or other agreement or arrangement with respect to the voting of such Shareholder Shares (other than this Agreement).

Section 3.02            Binding Effect .  Assuming due and valid execution and delivery by Parent and Merger Sub, this Agreement is the valid and binding agreement of Shareholder, enforceable against Shareholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally.  The execution and delivery by Shareholder of this Agreement does not, and the performance by Shareholder of Shareholder’s obligations under this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except where the failure to obtain such consent, approval, authorization or permit would not materially interfere with Shareholder’s ability to perform its obligations hereunder.

Section 3.03            Ownership of Company Securities .  The shares of Company capital stock and options to purchase shares of Company capital stock set forth next to Shareholder’s name on Exhibit A hereto are the only securities of Company beneficially owned by Shareholder.

Section 3.04            Power and Authority .  If Shareholder is an individual, Shareholder has the full legal right and capacity to execute and deliver this Agreement, perform Shareholder’s obligations hereunder and consummate the transactions contemplated under this Agreement.  If Shareholder is not an individual, Shareholder (i) is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation, (ii) has the requisite power and authority to carry on its business as it is now being conducted, and (iii) has all necessary power and authority to execute and deliver