UNDERWRITING AGREEMENT

<PAGE>
                                                                     Exhibit 1.1

                             UNDERWRITING AGREEMENT

___________________ __, 2006

FELTL AND COMPANY, INC.
d/b/a Feltl and Company
225 South Sixth Street
Suite 4200
Minneapolis, MN 55402

Ladies and Gentlemen:

     Global Traffic Network, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to Feltl and Company, Inc., d/b/a Feltl and Company,
a Minnesota corporation (the "Underwriter") 3,800,000 shares of its common
stock, $.001 par value per share (the "Common Stock"). The 3,800,000 shares of
Common Stock to be sold by the Company are called the "Firm Common Shares." In
addition, the Company has granted to the Underwriter an option to purchase up to
an additional 570,000 shares of Common Stock (the "Optional Common Shares"), as
provided in Section 2 of this Underwriting Agreement (this "Agreement"). The
Firm Common Shares and, if and to the extent such option is exercised, the
Optional Common Shares are collectively called the "Common Shares."

     The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-1 (File No.
333-130417), which contains a form of prospectus to be used in connection with
the public offering and sale of the Common Shares, and such amendments thereof
as may have been required to the date of this Agreement. Such registration
statement, as amended, including the financial statements, exhibits and
schedules thereto, in the form in which it was declared effective by the
Commission under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (collectively, the "Securities Act"),
including any information deemed to be a part thereof at the time of
effectiveness pursuant to Rule 430A under the Securities Act, is called the
"Registration Statement." Any registration statement filed by the Company
pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b)
Registration Statement," and from and after the date and time of filing of the
Rule 462(b) Registration Statement, the term "Registration Statement" shall
include the Rule 462(b) Registration Statement. Such prospectus, in the form
first used by the Underwriter to confirm sales of the Common Shares, is called
the "Prospectus." All references in this Agreement to (i) the Registration
Statement, the Rule 462(b) Registration Statement, a preliminary prospectus or
the Prospectus, or any amendments or supplements to any of the foregoing, shall
include any copy thereof filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval System ("EDGAR") and (ii) the Prospectus
shall be deemed to include the "electronic Prospectus" provided for use in
connection with the offering of the Common Shares as contemplated by Section
3(s) of this Agreement.

     The Company hereby confirms its agreements with the Underwriter as follows:


                                       -1-

<PAGE>

     Section 1. Representations and Warranties. The Company hereby represents,
warrants, covenants and agrees with the Underwriter that:

     (a) Compliance with Registration Requirements. The Registration Statement
and any Rule 462(b) Registration Statement have been declared effective by the
Commission under the Securities Act. The Company has complied with all requests
of the Commission for additional or supplemental information. No stop order
suspending the effectiveness of the Registration Statement or any Rule 462(b)
Registration Statement is in effect, and no proceedings for such purpose have
been instituted or are pending or, to the best knowledge of the Company, are
contemplated or threatened by the Commission.

     Each preliminary prospectus, the final preliminary prospectus included in
the Disclosure Package (as defined below) and the Prospectus when filed complied
in all material respects with the Securities Act and, if filed by electronic
transmission pursuant to EDGAR (except as may be permitted by Regulation S-T
under the Securities Act), was identical to the copy thereof delivered to the
Underwriter for use in connection with the offer and sale of the Common Shares.
Each of the Registration Statement, any Rule 462(b) Registration Statement and
any post-effective amendment thereto, at the time it became effective, at the
First Closing Date (as defined below) and at the Second Closing Date (as defined
below), complied and will comply in all material respects with the Securities
Act and did not and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading. The Prospectus, as amended or supplemented, as of its
date, at the First Closing Date and at the Second Closing Date, did not and will
not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The representations
and warranties set forth in the two immediately preceding sentences do not apply
to statements in or omissions from the "Underwriting" section of the
Registration Statement, or of any Rule 462(b) Registration Statement, or any
post-effective amendment thereto, or the Prospectus, or any amendments or
supplements thereto, made in reliance upon and in conformity with information
relating to the Underwriter furnished to the Company in writing by the
Underwriter expressly for use therein. There are no contracts or other documents
required to be described in the Prospectus or to be filed as exhibits to the
Registration Statement which have not been described or filed as required. There
are no material agreements or understandings affecting the Company that have not
been reduced to writing and so filed.

     (b) Offering Materials Furnished to the Underwriter. The Company has
delivered to the Underwriter three complete manually signed copies of the
Registration Statement and of each consent and certificate of experts filed as a
part thereof, and conformed copies of the Registration Statement (without
exhibits) and preliminary prospectuses and the Prospectus, as amended or
supplemented, in such quantities and at such places as the Underwriter has
reasonably requested.

     (c) Disclosure Package. The term "Disclosure Package" shall mean,
collectively, (i) the preliminary prospectus that is included in the
Registration Statement immediately prior to the Initial Sale Time (as defined
below), if any, as amended or supplemented, (ii) the issuer free


                                       -2-

<PAGE>

writing prospectuses as defined in Rule 433 of the Securities Act (each, an
"Issuer Free Writing Prospectus") identified in Schedule 1 hereto, and (iii) any
other free writing prospectus that the parties hereto shall hereafter expressly
agree in writing to treat as part of the Disclosure Package. As of __:__ [a/p]m
(Eastern time) on the date of this Agreement (the "Initial Sale Time"), the
Disclosure Package did not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The preceding sentence does not apply to statements in or omissions
from the Disclosure Package based upon and in conformity with written
information furnished to the Company by the Underwriter specifically for use
therein, it being understood and agreed that the only such information furnished
by the Underwriter consists of the information described as such in Section 9
hereof.

     (d) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus,
as of its issue date and at all subsequent times through the completion of the
public offering and sale of the Common Shares or until any earlier date that the
Company notified or notifies the Underwriter as described in the next sentence,
did not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the Registration
Statement. The foregoing sentence does not apply to statements in or omissions
from any Issuer Free Writing Prospectus based upon and in conformity with
written information furnished to the Company by the Underwriter specifically for
use therein, it being understood and agreed that the only such information
furnished by the Underwriter consists of the information described as such in
Section 9 hereof.

     (e) Distribution of Offering Material By the Company. The Company has not
distributed and will not distribute, prior to the later of the Second Closing
Date and the completion of the Underwriter's distribution of the Common Shares,
any offering material in connection with the offering and sale of the Common
Shares other than a preliminary prospectus, the Prospectus, any Issuer Free
Writing Prospectus reviewed and consented to by the Underwriter or included in
Schedule 1 hereto or the Registration Statement.

     (f) The Underwriting Agreement. This Agreement has been duly authorized,
executed and delivered by, and is a valid and binding agreement of, the Company
and, with respect Section 17 of this Agreement, each of the Subsidiaries (as
defined below) enforceable in accordance with its terms, except as rights to
indemnification hereunder may be limited by applicable law and except as the
enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.

     (g) Authorization of the Common Shares. The Common Shares to be purchased
by the Underwriter from the Company have been duly authorized for issuance and
sale pursuant to this Agreement and, when issued and delivered by the Company
pursuant to this Agreement, will be validly issued, fully paid and
nonassessable.

     (h) No Transfer Taxes. There are no transfer taxes or other similar fees or
charges under federal law or the laws of any state, or any political subdivision
thereof, required to be paid in connection with the execution and delivery of
this Agreement or the issuance by the Company or sale by the Company of the
Common Shares.


                                        -3-

<PAGE>

     (i) No Applicable Registration or Other Similar Rights. There are no
persons with registration or other similar rights to have any equity or debt
securities registered for sale under the Registration Statement or included in
the offering contemplated by this Agreement, except for such rights as have been
duly waived in writing prior to the date of this Agreement, with copies of such
written waivers furnished to the Underwriter.

     (j) No Material Adverse Change. Except as otherwise expressly disclosed or
described in the Disclosure Package and the Prospectus, subsequent to the
respective dates as of which information is given in the Disclosure Package and
the Prospectus: (i) there has been no adverse change, or any development that
could reasonably be expected to result in an adverse change in the condition,
financial or otherwise, or in the earnings, business, operations or prospects of
the Company or any of its direct and indirect wholly-owned subsidiaries,
including The Australia Traffic Network Pty Limited, an Australian proprietary
company registered under the Corporations Act of Australia (the "Australia
Traffic Network"), Global Traffic Canada, Inc., a Delaware corporation, and
Canadian Traffic Network ULC, an Alberta business corporation ("Subsidiaries"),
that is, individually or in the aggregate, material to either of the Company's
Canadian or Australian business operations, whether or not arising from
transactions in the ordinary course of business, of the Company or any of its
Subsidiaries (any such change or effect is called a "Material Adverse Change");
(ii) neither the Company nor any of its Subsidiaries has incurred any material
liability or obligation, indirect, direct or contingent, not in the ordinary
course of business nor entered into any material transaction or agreement not in
the ordinary course of business; and (iii) there has been no dividend or
distribution of any kind declared, paid or made by the Company on any class of
capital stock or repurchase or redemption by the Company of any class of capital
stock, nor is there any agreement or understanding with respect to the same.

     (k) Independent Accountants. BDO, who have expressed their opinion with
respect to the financial statements (which term as used in this Agreement
includes the related notes and schedules thereto) filed with the Commission as a
part of the Registration Statement and included in the Disclosure Package and
the Prospectus, are and, during the periods covered by their report, were an
independent registered public accounting firm within the meaning of Regulation
S-X issued under the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and as required under the Securities Act and the
Exchange Act.

     (l) Preparation of the Financial Statements. The financial statements filed
with the Commission as a part of the Registration Statement and included in the
Disclosure Package and the Prospectus present fairly the financial position of
the Company as of and at the dates indicated and the results of its operations
and cash flows for the periods specified. Such financial statements have been
prepared in conformity with generally accepted accounting principles as applied
in the United States applied on a consistent basis throughout the periods
involved, except as may be expressly stated in the related notes thereto. No
other financial statements or supporting schedules are required to be included
in the Registration Statement. The financial data set forth under the captions
"Prospectus Summary--Summary Historical and Pro Forma Financial Data,"
"Capitalization," "Dilution," "Selected Financial Data," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and


                                        -4-

<PAGE>

elsewhere in the preliminary prospectus included the Disclosure Package and the
Prospectus fairly present the information set forth therein on a basis
consistent with that of the financial statements contained in the Registration
Statement.

     (m) Incorporation and Good Standing of the Company. Each of the Company and
its Subsidiaries has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation and has corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Disclosure
Package and the Prospectus and, with respect to the Company, to enter into and
perform its obligations under this Agreement. Each of the Company and its
Subsidiaries is duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except for such jurisdictions where the failure to so
qualify or to be in good standing would not, individually or in the aggregate,
result in a Material Adverse Change. All of the issued and outstanding capital
stock of the Subsidiaries issued to the Company has been duly authorized and
validly issued, is fully paid and nonassessable and is owned by the Company free
and clear of any security interest, mortgage, pledge, lien, encumbrance or claim
except are described in the Disclosure Package and the Prospectus. The Company
does not own or control, directly or indirectly, any corporation, association or
other entity other than the Subsidiaries listed in Exhibit 21 to the
Registration Statement.

     (n) Capitalization and Other Capital Stock Matters. The authorized, issued
and outstanding capital stock of the Company is as set forth in each of the
Disclosure Package and the Prospectus under the caption "Capitalization" (other
than for subsequent issuances, if any, pursuant to employee benefit plans
described in the Disclosure Package and the Prospectus or upon exercise of
outstanding options or warrants described in the Disclosure Package and the
Prospectus). The Common Stock (including the Common Shares) conforms in all
material respects to the description thereof contained in the Disclosure Package
and the Prospectus. All of the issued and outstanding shares of Common Stock
have been duly authorized and validly issued, are fully paid and nonassessable
and have been issued in compliance with all applicable federal and state
securities laws. None of the outstanding shares of Common Stock were issued in
violation of any preemptive rights, rights of first refusal or other similar
rights to subscribe for or purchase securities of the Company. There are no
authorized or outstanding options, warrants, preemptive rights, rights of first
refusal or other rights to purchase, or equity or debt securities convertible
into or exchangeable or exercisable for, any capital stock of the Company, other
than those accurately described in the Disclosure Package and the Prospectus.
The description of the Company's stock option, stock bonus and other stock plans
or arrangements, and the options or other rights granted thereunder, set forth
in each of the Disclosure Package and the Prospectus accurately and fairly
presents the information required to be shown with respect to such plans,
arrangements, options and rights.

     (o) Quotation; Exchange Act Registration. The Company has satisfied all of
the requirements of the Nasdaq National Market for listing the Common Shares on
such market and for the trading of the Common Stock on the Nasdaq National
Market, and the Common Shares have been approved for inclusion on the Nasdaq
National Market, subject only to official notice of issuance. A registration
statement has been filed on Form 8-A pursuant to Section 12 of the


                                       -5-

<PAGE>

Exchange Act with respect to the Common Stock, which registration statement
complies in all material respects with the Exchange Act.

     (p) Non-Contravention of Existing Instruments; No Further Authorizations or
Approvals Required. Neither the Company nor any of its Subsidiaries is (i) in
violation or is in default (or, with the giving of notice or lapse of time,
would be in default) ("Default") under its charter or bylaws, (ii) is in Default
under any indenture, mortgage, loan or credit agreement, deed of trust, note,
contract, franchise, lease or other agreement, obligation, condition, covenant
or instrument to which the Company or any of its Subsidiaries is a party or by
which it or any of them may be bound, or to which any of the property or assets
of the Company or any of its Subsidiaries is subject (each, an "Existing
Instrument"), or (iii) is in violation of any statute, law, rule, regulation,
judgment, order or decree of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over the
Company or any of its Subsidiaries or any of its properties, as applicable,
except with respect to clauses (ii) and (iii) only, for such violations as would
not, individually or in the aggregate, result in a Material Adverse Change. The
execution, delivery and performance of this Agreement by the Company and with
respect to Section 17 of this Agreement, by each of the Subsidiaries, and
consummation of the transactions contemplated hereby, by the Disclosure Package
and by the Prospectus (i) have been duly authorized by all necessary corporate
action and will not result in any Default under the charter or bylaws of the
Company or any of its Subsidiaries, (ii) will not conflict with or constitute a
breach of, or Default or a Debt Repayment Triggering Event (as defined below)
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
Subsidiaries pursuant to, or require the consent of any other party to, any
Existing Instrument, except for such conflicts, breaches, Defaults, Debt
Repayment Triggering Events (as defined below), liens, charges or encumbrances
as would not, individually or in the aggregate, result in a Material Adverse
Change, and (iii) will not result in any violation of any law, regulation, order
or decree applicable to the Company or any of its Subsidiaries of any court,
regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or any of its Subsidiaries or any
of its or their properties, except for such violations as would not,
individually or in the aggregate, result in a Material Adverse Change. No
consent, approval, authorization or other order of, or registration or filing
with, any court or other governmental or regulatory authority or agency, is
required for the execution, delivery and performance of this Agreement by the
Company and, with respect to Section 17 of this Agreement, by the Subsidiaries
and consummation of the transactions contemplated hereby, by the Disclosure
Package and by the Prospectus, except such as have been obtained or made by the
Company or its Subsidiaries and are in full force and effect under the
Securities Act, applicable state securities or blue sky laws and from the
National Association of Securities Dealers, Inc. (the "NASD"), and (B) such
consents, approvals, authorizations, orders, registrations or qualifications
that, if not obtained or made, would not individually or in the aggregate result
in a Material Adverse Change. As used herein, but excluding that certain loan
transaction between Metro Networks Communications, Inc. and Canadian Traffic
Network ULC, a "Debt Repayment Triggering Event" means any event or condition
which gives, or with the giving of notice or lapse of time would give, the
holder of any note, debenture or other evidence of indebtedness (or any person
acting on such holder's behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company or its
Subsidiaries.

     (q) No Material Actions or Proceedings. There are no legal or governmental
actions, suits or proceedings pending or, to the best of the Company's
knowledge, threatened (i) against


                                       -6-

<PAGE>

or affecting the Company or any of its Subsidiaries, (ii) which has as the
subject thereof any officer, director or employee of, or property owned or
leased by, any of the Company or its Subsidiaries, (iii) relating to
environmental or discrimination matters, where in any such case any such action,
suit or proceeding, if so determined adversely, would reasonably be expected to
result in a Material Adverse Change or adversely affect the consummation of the
transactions contemplated by this Agreement or by the Prospectus. No labor
problem or dispute with the employees of the Company or any of its Subsidiaries
or with the employees of any third party, with whom the Company or its
Subsidiaries has a material relationship, exists or, to the best of the
Company's knowledge, is threatened or imminent.

     (r) Intellectual Property Rights. Except as otherwise expressly disclosed
or described in the Disclosure Package and the Prospectus, the Company and its
Subsidiaries own or possess valid and enforceable licenses or other rights to
use all trademarks, trade names, service marks, patent rights (including all
patents and patent applications), copyrights, domain names, licenses, approvals,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), inventions,
trade secrets, technologies, proprietary techniques (including processes and
substances) and other similar rights (collectively, "Intellectual Property
Rights") reasonably necessary to conduct its business as now conducted and as
currently contemplated to be conducted as disclosed in the Registration
Statement, the Disclosure Package and the Prospectus, free and clear of all
liens, claims and encumbrances, other than as described in the Registration
Statement, the Disclosure Package and the Prospectus; and the expected
expiration of any of such Intellectual Property Rights would not result in a
Material Adverse Change. Other than as described in the Registration Statement,
the Disclosure Package and the Prospectus: (i) there are no third parties who
have any rights in the Intellectual Property Rights that could preclude the
Company and its Subsidiaries from conducting their business as currently
conducted or as presently contemplated to be conducted as described in the
Registration Statement, the Disclosure Package and the Prospectus; (ii) there
are no pending or, to the best knowledge of the Company, threatened actions,
suits, proceedings, investigations or claims by others challenging the rights of
the Company or any of its Subsidiaries (or if the Intellectual Property Rights
are licensed to the Company or any of its Subsidiaries, the licensor thereof) in
any Intellectual Property owned or licensed to the Company and its Subsidiaries;
(iii) neither the Company nor any of its Subsidiaries nor (if the Intellectual
Property Rights are licensed to the Company and its Subsidiaries) the licensor
thereof has infringed, or received any notice of infringement of or conflict
with, any rights of others with respect to the Intellectual Property; and (iv)
there is no dispute between any of the Company and its Subsidiaries and any
licensor with respect to any Intellectual Property Right. The Company and its
Subsidiaries have taken all steps necessary or appropriate to protect, maintain
and safeguard the Intellectual Property Rights for which improper or
unauthorized disclosure would impair its value or validity and has entered into
appropriate and enforceable (i) nondisclosure and confidentiality agreements,
(ii) invention assignment and other assignment agreements with all current
employees and contractors, and all past employees and contractors to the extent
material to the business of the Company and its Subsidiaries, and (iii) has made
appropriate filings and registrations in connection with the foregoing.


                                       -7-

<PAGE>

     (s) Title to Properties. The Company and its Subsidiaries have good and
marketable title to all the properties and assets reflected as owned in the
financial statements referred to in Section 1(l) above (or elsewhere in the
Disclosure Package and the Prospectus), in each case free and clear of any
security interests, mortgages, liens, encumbrances, equities, claims and other
defects, except as expressly disclosed or described in the Disclosure Package
and the Prospectus or such as do not materially and adversely affect the value
of such property and do not materially interfere with the use made or proposed
to be made of such property by the Company or its Subsidiaries. The real
property, improvements, equipment and personal property held under lease by the
Company or its Subsidiaries are held under valid and enforceable leases, with
such exceptions as are not material and do not materially interfere with the use
made or proposed to be made of such real property, improvements, equipment or
personal property by the Company or its Subsidiaries.

     (t) Tax Law Compliance. Each of the Company and its Subsidiaries have filed
all necessary federal, state and foreign income, employment and franchise tax
returns and has paid all taxes required to be paid by any of them and, if due
and payable, any related or similar assessment, fine or penalty levied against
any of them. The Company has made adequate charges, accruals and reserves in the
applicable financial statements referred to in Section 1(l) above in respect of
all federal, state and foreign income and franchise taxes for all periods as to
which the tax liability of the Company and its Subsidiaries has not been finally
determined.

     (u) Company Not an "Investment Company." The Company has been advised by
its legal counsel of the rules and requirements under the Investment Company Act
of 1940, as amended (the "Investment Company Act"). The Company is not, and
after receipt of payment for the Common Shares and application of the proceeds
thereof contemplated under "Use of Proceeds" in each of the Disclosure Package
and the Prospectus will not be, an "investment company" within the meaning of
the Investment Company Act and will conduct its business in a manner so that it
will not become subject to the Investment Company Act.

     (v) Insurance. Each of the Company and its Subsidiaries are insured by
recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are generally
deemed adequate and customary for their business including, but not limited to,
policies covering real and personal property owned or leased by the Company and
its Subsidiaries against theft, damage, destruction and acts of vandalism. All
policies of insurance and surety bonds insuring the Company or its Subsidiaries
or their respective businesses, assets, employees, officers and directors are in
full force and effect; the Company and its Subsidiaries are in compliance with
the terms of such policies and instruments in all material respects; and there
are no claims by the Company or its Subsidiaries under any such policy or
instrument as to which any insurance company is denying liability or defending
under a reservation of rights clause. The Company has no reason to believe that
it or its Subsidiaries will not be able (i) to renew its existing insurance
coverage as and when such policies expire or (ii) to obtain comparable coverage
from similar institutions as may be necessary or appropriate to conduct its
business as now conducted and at a cost that would not result in a Material
Adverse Change. Neither the Company nor any of its Subsidiaries have been denied
any insurance coverage which it has sought or for which it has applied.


                                       -8-

<PAGE>

     (w) No Price Stabilization or Manipulation. The Company has not taken and
will not take, directly or indirectly, any action designed to or that might be
reasonably expected to cause or result in stabilization or manipulation of the
price of the Common Stock to facilitate the sale or resale of the Common Shares.
The Company acknowledges that the Underwriter may engage in passive market
making transactions in the Common Shares on the Nasdaq National Market in
accordance with Regulation M under the Exchange Act.

     (x) Related Party Transactions. No relationship, direct or indirect, exists
between or among any of the Company or any of its Subsidiaries, on the one hand,
and the directors, officers, employees, contractors, stockholders, customers,
distributors or suppliers of the Company or any of its Subsidiaries, on the
other, that is required by the Securities Act to be described in the
Registration Statement, the Disclosure Package and the Prospectus and that is
not so described.

     (y) Disclosure Controls and Procedures. The Company has established and
will maintain disclosure controls and procedures (as such term is defined in
Rule 13a-14 under the Exchange Act), which (i) are designed to ensure that
information relating to the Company is made known to the Company's principal
executive officer and its principal financial officer by others within the
Company, particularly during the periods in which the periodic reports required
under the Exchange Act are being prepared, and (ii) are effective in all
material respects to perform the functions for which they were established.
Based on the evaluation of the Company's disclosure controls and procedures
described above, the Company is not aware of (a) any deficiency in the design or
operation of internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial data or any material
weaknesses in internal controls or (b) any fraud, whether or not material, that
involves management or other employees who have a significant role in the
Company's internal controls. Since the most recent evaluation of the Company's
disclosure controls and procedures described above, there have been no
significant changes in internal controls or in other factors that could
significantly affect internal controls.

     (z) No Unlawful Contributions or Other Payments. Neither the Company nor
its Subsidiaries nor, to the best of the Company's knowledge, any director,
officer, employee, agent, contractor, distributor or other persons acting on
behalf of any of the Company or its Subsidiaries, has made any contribution or
other payment to any official of, or candidate for, any federal, state or
foreign office in violation of any law or of the character required to be
disclosed in the Disclosure Package and the Prospectus.

     (aa) Company's Accounting System. The books, records and accounts of the
Company and its Subsidiaries accurately and fairly reflect, in all material
respects and in reasonable detail, the transaction in, and the dispositions of,
the assets of, and the results of operations of, the Company and its
Subsidiaries. The Company and its Subsidiaries maintain a system of accounting
controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles as
applied in the United States and to maintain accountability for assets;


                                       -9-

<PAGE>

(iii) access to assets is permitted only in accordance with management's general
or specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. The Company has no "off-balance sheet
arrangements," as that term is defined in Item 303(a)(4)(ii) of Regulation S-K
under the Securities Act and the Exchange Act.

     (bb) Compliance with Environmental Laws. Except as would not, individually
or in the aggregate, result in a Material Adverse Change (i) neither the Company
nor its Subsidiaries is in violation of any federal, state, local or foreign law
or regulation relating to pollution or protection of human health or the
environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata) or wildlife, including, without
limitation, laws and regulations relating to emissions, discharges, releases or
threatened releases of chemicals, pollutants, contaminants, wastes, toxic
substances, hazardous substances, petroleum and petroleum products
(collectively, "Materials of Environmental Concern"), or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Materials of Environment Concern (collectively,
"Environmental Laws"), which violation includes, but is not limited to,
noncompliance with any permits or other governmental authorizations required for
the operation of the business of the Company or its Subsidiaries under
applicable Environmental Laws, or noncompliance with the terms and conditions
thereof, nor has the Company or its Subsidiaries received any written
communication, whether from a governmental authority, citizens group, employee
or otherwise, that alleges that the Company or its Subsidiaries is in violation
of any Environmental Law; (ii) there is no claim, action or cause of action
filed with a court or governmental authority, no investigation with respect to
which the Company or its Subsidiaries have received written notice, and no
written notice by any person or entity alleging potential liability for
investigatory costs, cleanup costs, governmental responses costs, natural
resources damages, property damages, personal injuries, attorneys' fees or
penalties arising out of, based on or resulting from the presence, or release
into the environment, of any Material of Environmental Concern at any location
owned, leased or operated by the Company or its Subsidiaries, now or in the past
(collectively, "Environmental Claims"), pending or, to the best of the Company's
knowledge, threatened against the Company or its Subsidiaries or any person or
entity whose liability for any Environmental Claim the Company or its
Subsidiaries have retained or assumed either contractually or by operation of
law; (iii) to the best of the Company's knowledge, there are no past or present
actions, activities, circumstances, conditions, events or incidents, including,
without limitation, the release, emission, discharge, presence or disposal of
any Material of Environmental Concern, that reasonably could result in a
violation of any Environmental Law or form the basis of a potential
Environmental Claim against the Company or its Subsidiaries or against any
person or entity whose liability for any Environmental Claim the Company or its
Subsidiaries has retained or assumed either contractually or by operation of
law, and neither the Company nor its Subsidiaries is subject to any pending or
threatened proceeding under Environmental Law to which a governmental authority
is a party and which is reasonably likely to result in monetary sanctions of
$100,000 or more.

     (cc) ERISA Compliance. The Company and any "employee benefit plan" (as
defined under the Employee Retirement Income Security Act of 1974, as amended,
and the regulations and published interpretations thereunder (collectively,
"ERISA")) established or maintained by the Company, its Subsidiaries or its
"ERISA Affiliates" (as defined below) are in compliance in all material respects
with ERISA. "ERISA Affiliate" means, with respect to the Company and


                                      -10-

<PAGE>

its Subsidiaries, any member of any group of organizations described in Sections
414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the
regulations and published interpretations thereunder (the "Code") of which the
Company and its Subsidiaries are a member. No "reportable event" (as defined
under ERISA) has occurred or is reasonably expected to occur with respect to any
"employee benefit plan" established or maintained by the Company, its
Subsidiaries or any of its ERISA Affiliates. No "employee benefit plan"
established or maintained by the Company, its Subsidiaries or any of its ERISA
Affiliates, if such "employee benefit plan" were terminated, would have any
"amount of unfunded benefit liabilities" (as defined under ERISA). Neither the
Company nor its Subsidiaries nor any of its ERISA Affiliates has incurred or
reasonably expects to incur any liability under (i) Title IV of ERISA with
respect to termination of, or withdrawal from, any "employee benefit plan" or
(ii) Section 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan"
established or maintained by the Company, its Subsidiaries or any of its ERISA
Affiliates that is intended to be qualified under Section 401(a) of the Code is
so qualified and nothing has occurred, whether by action or failure to act,
which would cause the loss of such qualification.

     (dd) Brokers. Other than as required by the terms of this Agreement, there
is no broker, finder or other party that is entitled to receive from the Company
or its Subsidiaries any brokerage or finder's fee or other fee, commission or
performance-based compensation as a result of any transactions contemplated by
this Agreement.

     (ee) No Outstanding Loans or Other Indebtedness. There are no outstanding
loans, advances (except normal advances for business expenses in the ordinary
course of business) or guarantees of indebtedness by any of the Company or its
Subsidiaries to, or for the benefit of, any of the officers, directors,
employees or consultants of any of the Company or its Subsidiaries.

     (ff) Compliance with Laws. Except as expressly disclosed or described in
the Registration Statement, the Disclosure Package and the Prospectus, the
Company and its Subsidiaries: (i) are and at all times have been in full
compliance with all statutes, rules, regulations, permits, licenses,
authorizations, ordinances, orders, decrees and guidances issued by the
applicable federal, state, local or foreign governmental or self-regulatory
agencies or bodies having authority over the Company or its Subsidiaries
("Governmental Authority") applicable to the conduct of their business, use and
piloting of fixed wing aircraft and helicopters, ownership, testing,
development, manufacture, packaging, processing, recordkeeping, use,
distribution, marketing, labeling, promotion, sale, offer for sale, storage,
import, export or disposal of any product manufactured or distributed by the
Company and its Subsidiaries ("Applicable Laws"), except for such non-compliance
as would not, individually or in the aggregate, result in a Material Adverse
Change; (ii) have not received any notice of adverse finding, warning letter,
untitled letter or other correspondence or notice from any Governmental
Authority alleging or asserting noncompliance with any Applicable Laws or any
licenses, certificates, approvals, clearances, registrations, authorizations,
permits, orders and supplements or amendments thereto required by any such
Applicable Laws ("Authorizations"); (iii) possess all Authorizations and such
Authorizations are valid and in full force and effect and neither the Company
nor any of its Subsidiaries is in violation of any term of any such
Authorizations, except for any failure to possess or violation of any
Authorization as would not,


                                      -11-

<PAGE>

individually or in the aggregate, result in a Material Adverse Change; (iv) have
not received notice of any pending or threatened claim, suit, proceeding,
hearing, enforcement, audit, investigation, arbitration or other action from any
Governmental Authority or third party alleging that any company operation or
activity is in violation of any Applicable Laws or Authorizations and the
Company has no knowledge or reason to believe that any such Governmental
Authority or third party is considering any such claim, suit, proceeding,
hearing, enforcement, audit, investigation, arbitration or other action; (v)
have not received notice that any Governmental Authority has taken, is taking or
intends to take action to limit, suspend, modify or revoke any Authorizations
and the Company has no knowledge or reason to believe that any such Governmental
Authority is considering such action; (vi) have filed, obtained, maintained or
submitted all reports, documents, forms, notices, applications, records, claims,
submissions and supplements or amendments as are required by all Applicable Laws
or Authorizations and all such reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments were complete and
correct on the date filed (or were corrected or supplemented by a subsequent
submission), except for any failure to file, obtain, maintain, or submit, and
any failure to be complete and correct as would not result, individually or in
the aggregate, in a Material Adverse Change; and (vii) have not, either
voluntarily or involuntarily, initiated, conducted, or issued or caused to be
initiated, conducted or issued, any recall, market withdrawal or replacement,
post-sale warning or other notice or action relating to an alleged lack of
efficacy of any product, any alleged product defect, or violation on any
Applicable Laws or Authorizations; the Company is not aware of any facts that
would cause the Company or its Subsidiaries to initiate any such notice or
action; and the Company does not have any knowledge or reason to believe that
any Governmental Authority or third party intends to initiate any such notice or
action.

     (gg) Nasdaq Governance Rules. The Company has duly adopted organizational
structures and policies sufficient to comply with the requirements of the Nasdaq
National Market corporate governance rules in effect as of the date hereof.

     (hh) [reserved]

     (ii) Statistical and Market Data. The scientific, statistical and
market-related data included in the Registration Statement, the Disclosure
Package and the Prospectus are accurately based on or derived from sources that
are credible and generally recognized as authoritative in the Company's
industry.

     (jj) MD&A. There are no transactions, arrangements or other relationships
that are required to be disclosed in the Disclosure Package and the Prospectus
by the Commission's "Statement About Management's Discussion and Analysis of
Financial Condition and Results of Operations" (January 22, 2002) that are not
so disclosed or described as required.

     (kk) Sarbanes-Oxley Act. The Company is in material compliance with all
applicable provisions of the U.S. Sarbanes Oxley Act of 2002 that are effective
and the rules and regulations promulgated in connection therewith.


                                      -12-

<PAGE>

     (ll) Underwriter's Warrants. The Underwriter's Warrants have been duly
authorized for issuance to the Underwriter or its designees and will, when
issued, possess rights, privileges, and characteristics as represented in the
most recent form of Underwriter's Warrants filed as an exhibit to the
Registration Statement. Further, the securities to be issued upon exercise of
the Underwriter's Warrants, when issued and delivered against payment therefor
in accordance with the terms thereof, will be duly and validly issued, fully
paid, nonassessable and free of preemptive rights, and all corporate action
required to be taken for the authorization and issuance of the Underwriter's
Warrants, and the securities to be issued upon their exercise, have been validly
and sufficiently taken. The execution by the Company of the Underwriter's
Warrants has been duly authorized by all required action of the Company and,
when so executed and delivered, will constitute the valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights and remedies or by general equitable principles.

     (mm) Compliance with Money Laundering Laws. The operations of the Company
and its Subsidiaries are and have been conducted at all times in material
compliance with applicable financial recordkeeping and reporting requirements of
the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA
Patriot Act, the money laundering statutes of all jurisdictions to which the
Company and its Subsidiaries are subject, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the "Money
Laundering Laws"), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving any of the
Company and its Subsidiaries with respect to the Money Laundering Laws is
pending, or to the knowledge of the Company, threatened.

     (nn) Sanctions by OFAC. Neither the Company nor its Subsidiaries nor, to
the knowledge of the Company, any director, officer, agent, employee or
affiliate of any of the Company or its Subsidiaries is currently subject to any
U.S. sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department ("OFAC"); and the Company and its Subsidiaries will not
directly or indirectly use the proceeds of the offering, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner
or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.

     (oo) No Issuance of Securities. Except as expressly disclosed or described
in the Disclosure Package and the Prospectus, the Company has not sold or issued
any securities during the six-month period preceding the date of the Disclosure
Package and the Prospectus, including any sales pursuant to Rule 144A under, or
Regulations D or S of, the Securities Act.

     (pp) Lock-Up Agreements. All of the lock-up agreements described in Section
6(j) hereof are in full force and effect.

     (qq) Share Exchange Transaction. The issuance of Common Stock and certain
promissory notes by the Company to the holders of outstanding ordinary shares of
the Australia Traffic Network in exchange for all such outstanding ordinary
shares of the Australia Traffic


                                      -13-

<PAGE>

Network in the share exchange transaction, as described in the Disclosure
Package and the Prospectus (the "Share Exchange Transaction"), has been duly
authorized by the Company and has been duly consummated by the Company and each
other party to the Share Exchange Transaction. The Share Exchange Transaction
does not require any governmental or third party consent or approval. Neither
the issuance of Common Stock nor the issuance of promissory notes by the Company
in accordance with the Share Exchange Transaction requires registration under
the Securities Act and such issuances will not be integrated with the sale of
the Common Shares hereunder.

     Any certificate signed by an officer of the Company and delivered to the
Underwriter or to counsel for the Underwriter shall be deemed to be a
representation and warranty by the Company to the Underwriter as to the matters
set forth therein. The Company acknowledges that the Underwriter and, for
purposes of the opinions to be delivered pursuant to Section 6 hereof, counsels
to the Company and counsel to the Underwriter, will rely upon the accuracy and
truthfulness of the foregoing representations and hereby consents to such
reliance.

     Section 2. Purchase, Sale and Delivery of the Common Shares.

     (a) The Firm Common Shares. The Company agrees to issue and sell to the
Underwriter the Firm Common Shares upon the terms herein set forth. On the basis
of the representations, warranties and agreements herein contained, and upon the
terms but subject to the conditions herein set forth, the Underwriter agrees to
purchase from the Company the Firm Common Shares. The purchase price per Firm
Common Share to be paid by the Underwriter to the Company shall be $ 4.65 per
share.

     (b) The First Closing Date. Delivery of certificates for the Firm Common
Shares to be purchased by the Underwriter and payment therefor shall be made at
the offices of Maslon Edelman Borman & Brand, LLP, 90 South 7th Street, Suite
3300, Minneapolis, Minnesota 55402 (or such other place as may be agreed to by
the Company and the Underwriter) at 9:00 a.m., Minneapolis, Minnesota time, on
____________, 2006, or such other time as the Underwriter shall designate by
notice to the Company (the time and date of such closing are called the "First
Closing Date"). The Company hereby acknowledges that circumstances under which
the Underwriter may provide notice to postpone the First Closing Date as
originally scheduled include, but are in no way limited to, any determination by
the Company or the Underwriter to recirculate to the public copies of an amended
or supplemented Prospectus.

     (c) The Optional Common Shares; the Second Closing Date. In addition, on
the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the Company
hereby grants an option to the Underwriter to purchase up to an aggregate of
570,000 Optional Common Shares from the Company at the purchase price per share
to be paid by the Underwriter for the Firm Common Shares. The option granted
hereunder is for use by the Underwriter solely in covering any over-allotments
in connection with the sale and distribution of the Firm Common Shares. The
option granted hereunder may be exercised at any time (but not more than once)
upon notice by the Underwriter to the Company, which notice may be given at any
time within 45 days from the date of this Agreement. Such notice shall set forth
(i) the aggregate number of Optional


                                      -14-

<PAGE>

Common Shares as to which the Underwriter is exercising the option, (ii) the
names and denominations in which the certificates for the Optional Common Shares
are to be registered and (iii) the time, date and place at which such
certificates will be delivered (which time and date may be simultaneous with,
but not earlier than, the First Closing Date; and in such case the term "First
Closing Date" shall refer to the time and date of delivery of certificates for
the Firm Common Shares and the Optional Common Shares). Such time and date of
delivery, if subsequent to the First Closing Date, is called the "Second Closing
Date" and shall be determined by the Underwriter and shall not be earlier than
three nor later than five full business days after delivery of such notice of
exercise. If any Optional Common Shares are to be purchased, the Underwriter
agrees to purchase the number of Optional Common Shares (subject to such
adjustments to eliminate fractional shares as the Underwriter may determine) set
forth in the notice from the Underwriter to the Company referenced in this
subsection (c). The Underwriter may cancel the option at any time prior to its
expiration by giving written notice of such cancellation to the Company.

     (d) Public Offering of the Common Shares. The Underwriter hereby advises
the Company that it intends to offer for sale to the public, as described in the
Prospectus, the Common Shares as soon after this Agreement has been executed and
the Registration Statement has been declared effective as the Underwriter, in
its sole judgment, has determined is advisable and practicable.

     (e) Payment for the Common Shares. Payment for the Common Shares shall be
made at the First Closing Date (and, if applicable, at the Second Closing Date)
by wire transfer of immediately available funds to the order of the Company. It
is understood that the Underwriter has been authorized, for its own account, to
accept delivery of and receipt for, and make payment of the purchase price for,
the Firm Common Shares and any Optional Common Shares the Underwriter has agreed
to purchase.

     (f) Delivery of the Common Shares. The Company shall deliver, or cause to
be delivered, to the Underwriter certificates for the Firm Common Shares at the
First Closing Date, against the irrevocable release of a wire transfer of
immediately available funds for the amount of the purchase price therefor. The
Company shall also deliver, or cause to be delivered, to the Underwriter
certificates for the Optional Common Shares the Underwriter has agreed to
purchase at the First Closing Date or the Second Closing Date, as the case may
be, against the irrevocable release of a wire transfer of immediately available
funds for the amount of the purchase price therefor. The certificates for the
Common Shares shall be in definitive form and registered in such names and
denominations as the Underwriter shall have requested at least two full business
days prior to the First Closing Date (or the Second Closing Date, as the case
may be) and shall be made available for inspection on the business day preceding
the First Closing Date (or the Second Closing Date, as the case may be) at a
location in Minneapolis, Minnesota as the Underwriter may designate. Time shall
be of the essence, and delivery at the time and place specified in this
Agreement is a further condition to the obligations of the Underwriter.

     (g) Delivery of Prospectus to the Underwriter. Not later than 3:00 p.m.
(Minneapolis, Minnesota time) on the next business day, or such shorter period
as may be required by law, following the date of this Agreement, the Company
shall deliver or cause to be


                                      -15-

<PAGE>

delivered copies of the Prospectus in such quantities and at such places as the
Underwriter shall request.

     Section 3. Covenants of the Company. The Company further covenants and
agrees with the Underwriter as follows:

     (a) Underwriter's Review of Proposed Amendments and Supplements. During
such period beginning on the Initial Sale Time and ending on the later of the
First Closing Date or such other date, as in the opinion of counsel for the
Underwriter, the Prospectus is no longer required by law to be delivered in
connection with sales by an Underwriter or dealer, including in circumstances
where such requirement may be satisfied pursuant to Rule 172 (the "Prospectus
Delivery Period"), prior to amending or supplementing the Registration Statement
(including any registration statement filed under Rule 462(b) under the
Securities Act), the Disclosure Package or the Prospectus, the Company shall
furnish to the Underwriter for review a copy of each such proposed amendment or
supplement, and the Company shall not file any such proposed amendment or
supplement to which the Underwriter reasonably objects.

     (b) Securities Act Compliance. After the date of this Agreement, the
Company shall promptly advise the Underwriter in writing of (i) the receipt of
any comments of, or requests for additional or supplemental information from,
the Commission, (ii) the time and date of any filing of any post-effective
amendment to the Registration Statement or any amendment or supplement to any
preliminary prospectus or the Prospectus, (iii) the time and date that any
post-effective amendment to the Registration Statement becomes effective and
(iv) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment
thereto or of any order preventing or suspending the use of the Registration
Statement, any preliminary prospectus or the Prospectus, or of any proceedings
to remove, suspend or terminate from listing or quotation the Common Stock from
any securities exchange upon which it is listed for trading or included or
designated for quotation, or of the threatening or initiation of any proceedings
for any of such purposes. The Company shall use all reasonable commercial
efforts to prevent the issuance of any such stop order or prevention or
suspension of such use. If the Commission shall enter any such stop order at any
time, the Company will use its best efforts to obtain the lifting of such order
at the earliest possible moment. Additionally, the Company agrees that it shall
comply with the provisions of Rules 424(b) and 434, as applicable, under the
Securities Act and will use its best efforts to confirm that any filings made by
the Company under such Rule 424(b) were received in a timely manner by the
Commission.

     (c) Amendments and Supplements to the Prospectus and Other Securities Act
Matters. (i) If the preliminary prospectus included in the Disclosure Package is
being used to solicit offers to buy the Common Shares and any event or
development shall occur or condition exist as a result of which it is necessary
to amend or supplement the Disclosure Package in order to make the statements
therein, in the light of the circumstances under which they were made or then
prevailing, as the case may be, not misleading (in which case the Company agrees
to notify the Underwriter of any such event or condition), or if in the
reasonable opinion of the Underwriter it is otherwise necessary to amend or
supplement the Disclosure Package to comply with law, the Company agrees to
promptly prepare (subject to Section 3(a) hereof), file with the


                                      -16-

<PAGE>

Commission and furnish to the Underwriter and to dealers, at its own expense,
amendments or supplements to the Disclosure Package so that the statements in
the Disclosure Package as so amended or supplemented will not be, in the light
of the circumstances under which they were made or then prevailing, as the case
may be, misleading or so that the Disclosure Package, as amended or
supplemented, will comply with law. (ii) If, during the Prospectus Delivery
Period, any event shall occur or condition exist as a result of which it is
necessary to amend or supplement the Registration Statement or the Prospectus in
order to make the statements therein, in the light of the circumstances under
which they were made or then prevailing, as the case may be, not misleading, or
if in the opinion of the Underwriter or counsel for the Underwriter it is
otherwise necessary to amend or supplement the Registration Statement or the
Prospectus to comply with applicable law, including in connection with the
delivery of the Prospectus, the Company agrees to promptly prepare (subject to
Section 3(a) hereof), file with the Commission and furnish at its own expense to
the Underwriter and to dealers, amendments or supplements to the Registration
Statement or the Prospectus so that the statements in the Registration Statement
or the Prospectus as so amended or supplemented will not, in the light of the
circumstances under which they were made or then prevailing, as the case may be,
misleading or so that the Registration Statement or the Prospectus, as amended
or supplemented, will comply with law.

     (d) Permitted Free Writing Prospectuses. The Company agrees that, unless it
obtains the prior written consent of the Underwriter, it will not make any offer
relating to the Common Shares that would constitute an Issuer Free Writing
Prospectus or that would otherwise constitute a "free writing prospectus" (as
defined in Rule 405 of the Securities Act) required to be filed by the Company
with the Commission or retained by the Company under Rule 433 of the Securities
Act; provided that the prior written consent of the Underwriter hereto shall be
deemed to have been given in respect of the Free Writing Prospectuses included
in Schedule 1 hereto. Any such free writing prospectus consented to by the
Underwriter is hereinafter referred to as a "Permitted Free Writing Prospectus".
The Company agrees that (i) it has treated and will treat, as the case may be,
each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and
(ii) has complied and will comply, as the case may be, with the requirements of
Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing
Prospectus, including in respect of timely filing with the Commission, legending
and record keeping.

     (e) Copies of the Registration Statement and the Prospectus. The Company
will furnish to the Underwriter signed copies of the Registration Statement
(including exhibits thereto) and, during the Prospectus Delivery Period, as many
copies of the Prospectus and any amendments or supplements thereto and the
Disclosure Package as the Underwriter may reasonably request.

     (f) Blue Sky Compliance. The Company shall cooperate with the Underwriter
and counsel for the Underwriter to qualify or register the Common Shares for
sale under (or obtain exemptions from the application of) the state securities
or blue sky laws or other foreign laws of those jurisdictions designated by the
Underwriter, shall comply with such laws and shall continue such qualifications,
registrations and exemptions in effect so long as required for the distribution
of the Common Shares. The Company shall not be required to qualify as a foreign
corporation or to take any action that would subject it to general service of
process in any such jurisdiction where it is not presently qualified or where it
would be subject to taxation as a


                                       -17-

<PAGE>

foreign corporation. The Company will advise the Underwriter promptly of the
suspension of the qualification or registration of (or any such exemption
relating to) the Common Shares for offering, sale or trading in any jurisdiction
or any initiation or threat of any proceeding for any such purpose, and in the
event of the issuance of any order suspending such qualification, registration
or exemption, the Company shall use its best efforts to obtain the withdrawal
thereof at the earliest possible moment.

     (g) Use of Proceeds. The Company shall apply the proceeds from the sale of
the Common Shares sold by it in the manner described under the caption "Use of
Proceeds" in each of the Disclosure Package and the Prospectus.

     (h) Transfer Agent. The Company shall engage and maintain, at its expense,
an independent, qualified and experienced registrar and transfer agent for the
Common Stock.

     (i) Earnings Statement. As soon as practicable, the Company will make
generally available to its security holders and to the Underwriter an earnings
statement (which need not be audited) covering the twelve-month period ending
March 31, 2007, that satisfies the provisions of Section 11(a) of the, and
Rule 158 under the, Securities Act.

     (j) Periodic Reporting Obligations. During the Prospectus Delivery Period,
the Company shall file, on a timely basis, with the Commission and the Nasdaq
National Market all reports and documents required to be filed under the
Exchange Act. Additionally, the Company shall timely report the use of proceeds
from the issuance of the Common Shares as may be required under Rule 463 under
the Securities Act.

     (k) Company to Provide Interim Financial Statements. Prior to the Closing
Date, the Company will furnish the Underwriter as soon as they have been
prepared by or are available to the Company, a copy of any unaudited interim
financial statements of the Company and its Subsidiaries for any period
subsequent to the period covered by the most recent financial statements
appearing in the Registration Statement and the Prospectus.

     (l) Quotation. The Company will use its best efforts to maintain the
listing of the Common Shares on the Nasdaq National Market, or will use its best
efforts to list and maintain the listing of the Common Shares on the New York
Stock Exchange or the American Stock Exchange, and will comply with the
corporate governance or similar rules of the Nasdaq National Market, the New
York Stock Exchange or the American Stock Exchange, as applicable.

     (m) Agreement Not to Offer or Sell Additional Securities. During the period
commencing on the date hereof and ending on the 180th day following the date of
the Prospectus, the Company will not, without the prior written consent of the
Underwriter (which consent may be withheld at the sole discretion of the
Underwriter), directly or indirectly, sell, offer to sell, contract to sell,
pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose
of, grant any rights with respect to, or file a registration statement with the
Commission in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Exchange Act, or be the subject of any hedging, short sale, derivative
or other transaction that is designed to, or reasonably expected