10b5-1 Repurchase Plan

3.                                       (a) This Repurchase Plan shall become effective immediately and shall terminate upon the first to occur of the following:

(1) the ending of the Trading Period, as set forth in Annex 1;

(2) the purchase of the number of Total Plan Shares pursuant to this Repurchase Plan;

(3) the end of the second business day following the date of receipt by BAS of notice of early termination substantially in the form of Appendix A hereto, delivered by telecopy, transmitted to (212) 230-8610, Attention: Chip Gibbs, and confirmed by telephone to Chip Gibbs at (212) 583-8554;

(4) the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, or the taking of any corporate action by the Issuer to authorize or commence any of the foregoing;

(5) the public announcement of a tender or exchange offer for the Stock or of a merger, acquisition, recapitalization or other similar business combination or transaction as a result of which the Stock would be exchanged for or converted into cash, securities or other property; or

(6) the failure of the Issuer to comply with Section 2 hereof.

(b) Sections 2 and 13 of this Repurchase Plan shall survive any termination hereof.  In addition, the Issuer’s obligation under Section 2 hereof in respect of any shares of Stock purchased prior to any termination hereof shall survive any termination hereof.

4.                                       The Issuer understands that BAS may not be able to effect a Purchase due to a market disruption or a legal, regulatory or contractual restriction or internal policy applicable to BAS or otherwise.  If any Purchase cannot be executed as required by Section 1 due to a market disruption, a legal, regulatory or contractual restriction or internal policy applicable to BAS or any other event, such Purchase shall be cancelled and shall not be effected pursuant to this Repurchase Plan.

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5.                                       The Issuer represents and warrants, on the date hereof and on the date of any amendment hereto, that: (a) it is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock), (b) it is entering into or amending, as the case may be, this Repurchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or other applicable securities laws and (c) its execution of this Repurchase Plan or amendment hereto, as the case may be, and the Purchases contemplated hereby do not and will not violate or conflict with the Issuer’s certificate of incorporation or by-laws or, if applicable, any similar constituent document, or any law, rule regulation or agreement binding on or applicable to the Issuer or any of its subsidiaries or any of its of their property or assets.

6.                                       It is the intent of the parties that this Repurchase Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and  Rule 10b-18 under the Exchange Act, and this Repurchase Plan shall be interpreted to comply with the requirements thereof.

7.                                       The Issuer shall, on the business day prior to the intended date of such purchase, notify BAS of the intention on the part of any affiliated purchaser, as defined in Rule 10b-18, of the Issuer to purchase the Stock on any day if such purchase is to be effected otherwise than through BAS pursuant to this Repurchase Plan and BAS shall refrain from purchasing any Stock hereunder on the day following receipt of such notice.  The Issuer shall be solely responsible for any purchases made by BAS as the Issuer’s agent prior to BAS’s receipt of such written notice.  Notwithstanding the foregoing, if BAS receives such notice, BAS may nevertheless be entitled to make, and the Issuer shall be solely responsible for, a purchase hereunder pursuant to a bid made before such notice is received by BAS.  The Issuer shall be solely responsible for notifying BAS of any purchases of the Stock by any such affiliated purchaser, and, without limiting the generality of Section 14 hereof, the Issuer agrees to indemnify and hold harmless BAS for any failure to so notify BAS or any error in any such notification.  The Issuer also acknowledges that any action that it takes that causes or influences any such affiliated purchaser to purchase the Stock may cause the Daily Share Purchase Amount to be reduced.

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8.   &