Exhibit 1.1

Execution Copy

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

1,150,000 Shares 7.625 % Series A Cumulative Redeemable Preferred Stock

(Par Value $0.01 Per Share)

(Liquidation Preference Equivalent to $25.00 Per Share)

UNDERWRITING AGREEMENT

November 30, 2006

STIFEL, NICOLAUS & COMPANY, INCORPORATED

as Representative of the several Underwriters named in Schedule I hereto
c/o Stifel, Nicolaus & Company, Incorporated
100 Light Street, 31 st  Floor
Baltimore, MD 21202

Ladies and Gentlemen:

Monmouth Real Estate Investment Corporation., a Maryland corporation (the “ Company ”), proposes to issue and sell to the several Underwriters (the “ Underwriters ”) named in Schedule I hereto for whom you are acting as Representative (the “ Representative ”) 1,150,000 shares (the “ Firm Shares ”) of the Company’s 7.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”).  The Company also proposes to grant to the Underwriters an option to purchase up to an additional 172,500 shares of Series A Preferred Stock solely to cover over-allotments (the “ Option Shares, ” the Option Shares, together with the Firm Shares, are hereinafter called the “ Shares ”).  The respective amounts of the Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.

As the Representative, you have advised the Company (a) that you are authorized to enter into this underwriting agreement (the “ Agreement ”) on behalf of the several Underwriters and (b) that the several Underwriters are willing, acting severally and not jointly, to purchase the number of Shares set forth opposite their names in Schedule 1.

The Company wishes to confirm as follows its agreement with you in connection with the purchase of the Shares by the several Underwriters.

1.             Registration Statement and Prospectus .  The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) in accordance with the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Act ”), a shelf registration statement on Form S-3 (SEC File No. 333-136896) under the Act (“ Registration Statement 333-136896 ”), which registration statement included a prospectus (the “ Basic Prospectus ”), relating to up to $100,000,000 in aggregate offering price or number of, among other securities, the Common Stock of the Company (the “ Common Stock” ) and the Preferred Stock of the Company, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement (the “ Prospectus Supplement ”) specifically relating to the Shares and the plan of distribution thereof pursuant to Rule 424 under the Act.  Registration Statement 333-136896, including any amendments thereto filed prior to the Execution Time, became effective on October 3, 2006.  Except where the context otherwise requires, Registration Statement 333-136896, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “ Effective Date ”), including all documents filed as part thereof and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed part of such registration statement, collectively, are herein called the “ Registration Statement ,” and the Basic Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, is herein called the “ Prospectus, ” and the term “ Preliminary Prospectus ” means any preliminary form of the Prospectus Supplement.  The Basic Prospectus, together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that this Agreement is executed and delivered by the parties hereto (the “ Execution Time ”) is hereinafter called the “ Pricing Prospectus ,” and any “issuer free writing prospectus” (as defined in Rule 433 under the Act) relating to the Shares is hereafter called an “ Issuer Free Writing Prospectus .” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached and listed in Schedule II hereto or that the parties hereto shall hereinafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, taken together, are hereafter collectively called the “ Disclosure Package .” Any reference in this Agreement to the Registration Statement, the Disclosure Package, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act (the “ Incorporated Documents ”), as of each Effective Date or the Execution Time or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Disclosure Package or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“ EDGAR ”).

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement,

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the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “ Exchange Act ”), which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be.

2.             Agreement to Sell and Purchase .

(a)           The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters and, upon the basis of the representations, warranties, covenants and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per Share, the number of Firm Shares set forth opposite such Underwriter’s names on Schedule I hereto.

(b)           Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Company hereby grants an option to the several Underwriters to purchase at their election, severally and not jointly, up to the number of Option Shares set forth opposite such Underwriters’ names on Schedule I hereto at the same purchase price set forth in Section 2(a), plus accumulated dividends, if any, on such Option Shares to the date of purchase.  Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters.  Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of the Option Shares as to which the several Underwriters are exercising the option and the settlement date (each, an “ Option Closing Date ”).  Each purchase date must be at least two business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten (10) Business Days after the date of such notice.  The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of the Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares.

3.             Offering by Underwriters .  It is understood that the several Underwriters propose to offer the Shares for sale to the public as soon after this Agreement has become effective as in their judgment is advisable and to offer the Shares upon the terms set forth in the Prospectus.  Each Underwriter, severally and not jointly, represents and agrees as follows:

(a)           unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Act, other than the free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(s) hereto; provided , that the prior written consent of the parties hereto shall

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be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule II hereto.

4.             Delivery of the Shares and Payment Therefor .  The Company will deliver the Firm Shares to the Representative through the facilities of the Depository Trust Company (“ DTC ”) for the accounts of the Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer drawn to the order of the Company, at the office of Stifel, Nicolaus & Company, Incorporated (“ Stifel Nicolaus” ) at 10:00 A.M., Baltimore, Maryland time, on December 5, 2006, or at such other time not later than seven full business days thereafter as Stifel Nicolaus and the Company determine, such time being herein referred to as the “ Closing Date .”  For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Shares.  The Firm Shares to be delivered will be delivered to the Representative for the respective accounts of the several Underwriters through the book-entry facilities of DTC and will be made available for inspection by the Underwriters by 1:00 p.m. New York City time at least 24 hours prior to the Closing Date at such place as the Underwriters and the Company shall agree.

Each time for the delivery of and payment for the Option Shares, being herein referred to as an “ Option Closing Date ,” which may be the Closing Date, shall be determined by the Representative as provided in Section 2(b).  The Company will deliver the Option Shares being purchased on each Option Closing Date to the Representative through the facilities of DTC for the accounts of the Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer drawn to the order of the Company, at the above office of Stifel Nicolaus at 10:00 A.M., Baltimore, Maryland time on the applicable Option Closing Date.  The Option Shares to be delivered will be delivered to the Representative for the respective accounts of the several Underwriters through the book-entry facilities of DTC and will be made available for inspection by the Underwriters by 1:00 p.m. New York City time at least 24 hours prior to the Option Closing Date at such place as the Underwriters and the Company shall agree.

5.             Agreements of the Company .  The Company covenants and agrees with each of the Underwriters as follows:

(a)           If, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Shares may commence, the Company will use its best efforts to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, immediately after such post-effective amendment has become effective.

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(b)           If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) under the Act, any event occurs as a result of which the Disclosure Package would (i) include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading or (ii) conflict with the information contained in the Registration Statement, the Company will (x) notify promptly the Representative so that any use of the Disclosure Package may cease until it is amended or supplemented; (y) promptly amend or supplement the Disclosure Package to correct such statement, omission or conflicting information; and (z) promptly supply any amendment or supplement to the Representative in such quantities as may be reasonably requested.

(c)           The Company will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing:  (i) of any review, issuance of comments, or request by the Commission or its staff on or for an amendment of or a supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information regarding the Company, its affiliates or its filings with the Commission, whether or not such filings are incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose or any examination pursuant to Section 8(e) of the Act relating to the Registration Statement or Section 8A of the Act in connection with the offering of the Shares; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and (iv) within the period of time referred to in the first sentence in Section 5(f) below, of any change in the Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which results in any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) being untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time.

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(d)           Upon request, the Company will furnish to the Representative and counsel to the Representative, without charge:  (i) ten signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements, all exhibits to the registration statement and signed copies of all consents and certificates of experts; (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as the Underwriters may request; (iii) such number of copies of the Incorporated Documents, without exhibits, as the Representative may request; and (iv) ten copies of the exhibits to the Incorporated Documents.  The Company will pay all of the expenses of printing or other production of all documents relating to the offering.  The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e)           Prior to the end of the period of time referred to in the first sentence in Section 5(f) below, the Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or file any document which upon filing becomes an Incorporated Document, of which the Representative shall not previously have been advised or to which, after the Representative shall have received a copy of the document proposed to be filed, the Representative shall reasonably object; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.  The Company will give the Representative notice of its intention to make any other filing pursuant to the Exchange Act from the Execution Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing.

(f)            As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales of Shares by the Underwriters or any dealer (including circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), the Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and the Company will expeditiously deliver to the Underwriters and each dealer, without charge, as many copies (written and electronic, as requested) of the Prospectus (and of any amendment or supplement thereto), any Preliminary Prospectus and any Issuer Free Writing Prospectus as the Representative may request.  The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the Act and with the securities or blue sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriters or dealers.  If during such period of time:  (i) any event shall occur as a result of which, in the judgment of the Company, or in the opinion of counsel for the Underwriters, the Prospectus as supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading; or

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(ii) if it is necessary to supplement the Prospectus or amend the Registration Statement (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act, the Exchange Act or any other law, the Company will promptly notify the Representative of such event and forthwith prepare and, subject to the provisions of Section 5(e) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof.  If the Company and the Representative agree that the Prospectus should be amended or supplemented, the Company, if requested by the Representative, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement.

(g)           The Company will:  (i) use its best efforts to qualify the Shares for offering and sale by the Underwriters and by dealers under the securities or blue sky laws of such jurisdictions as the Underwriters may designate;  (ii) comply with the securities or blue sky laws to maintain such qualifications in effect so long as required for the distribution of the Shares; (iii) pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; and (iv) file such consents to service of process or other documents necessary or appropriate to effect such registration or qualification; provided , that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject.

(h)           The Company agrees that, unless it has or shall have obtained the prior written consent of the Representative, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(s) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto.  Any such free writing prospectus consented to by the Representative or the Company 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) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(i)            The Company will make generally available to its security holders and to the Representative an earnings statement, which need not be audited, covering a 12-month period commencing after the effective date of this Agreement and ending not later than 15 months thereafter as soon as practicable after the end of such period, but not later than 45 days after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

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(j)            During the period commencing on the date hereof and ending on the third anniversary of the date hereof, the Company will furnish to the Representative:  (i) as soon as available, if requested, a copy of each report of the Company mailed to stockholders or filed with the Commission; and (ii) from time to time such additional information concerning the business and financial condition of the Company as the Representative may, from time to time, reasonably request.

(k)           If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof, or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company shall reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith.

(l)            The Company will apply the net proceeds from the sale of the Shares substantially in accordance with the description set forth in the Prospectus.

(m)          If Rule 430A, 430B or 430C of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise the Underwriters of the time and manner of such filing.

(n)           The Company has not taken, nor will it take, directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

(o)           During the period commencing on the date hereof and ending on the third anniversary of the date hereof, the Company will comply and will use its best efforts to cause its tenants to comply in all material respects with all applicable Environmental Laws (as hereinafter defined).

(p)           During the period commencing on the date hereof and ending on the third anniversary of the date hereof, the Company will use its best efforts to continue to qualify as a real estate investment trust (a “ REIT ”) under the Internal Revenue Code of 1986, as amended (the “ Code ”), and to continue to have each of its corporate subsidiaries (other than its taxable REIT subsidiaries) comply with all applicable laws and regulations necessary to maintain a status as a “qualified REIT subsidiary” under the Code.

(q)           The Company will use its best efforts to do or perform all things required to be done or performed by the Company prior to the Closing Date to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement.

(r)            During the period commencing on the date hereof and ending on the third anniversary of the date hereof, the Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), and to use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act.

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(s)           The Company will prepare a final term sheet, containing solely a description of final terms of the Shares and the offering thereof, in the form and substance approved by the Representative and attached as Exhibit A hereto and will file such final term sheet with the Commission as soon as practicable after the Execution Time.  The Company will file any other Issuer Free Writing Prospectus to the extent required by Rule 433 under the Act.  The Company will retain, pursuant to reasonable procedures developed in good faith, copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433(g) under the Act.

(t)            The Company will use best efforts to complete all required filings with the NASDAQ and other necessary actions in order to cause the Shares to be listed and admitted and authorized for trading on the NASDAQ, subject to notice of issuance.

(u)           At or prior to the Closing Date, the Company will prepare and file a registration statement on Form 8-A with the Commission covering the Shares.

(v)           The Company will prepare and file articles supplementary to the Company’s articles of incorporation, authorizing the Series A Preferred Stock and designating the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms or conditions of redemption thereof relating thereto (the “ Articles Supplementary ”) with the Department of Assessments and Taxation of the State of Maryland (“ Maryland DAT ”) prior to the Closing.

(w)          If so requested by the Representative, the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to the Representative an “electronic Prospectus” to be used by the Underwriters in connection with the offering and sale of the Shares. As used herein, the term “electronic Prospectus” means a form of the most recent Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, and any amendment or supplement thereto, that meets each of the following conditions:  (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Representative and the other Underwriters to offerees and purchasers of the Shares, (ii) it shall disclose the same information as such paper Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus, as the case may be; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow investors to store and have continuously ready access to such Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet generally).  The Company hereby confirms that, if so requested by the Representative, it has included or will include in the Prospectus filed with the Commission an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of such paper Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus to such investor or representative.

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6.             Representations and Warranties of the Company .  The Company hereby represents and warrants to each of the Underwriters:

(a)           The Basic Prospectus and each Preliminary Prospectus, if any, included as part of the registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act.

(b)           The Company and the transactions contemplated by this Agreement satisfy all of the requirements for using Form S-3 under the Act pursuant to the standards for such form in effect currently.  The Registration Statement became effective on October 3, 2006.  No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings or examination under Section 8(d) or 8(e) of the Act are pending before or, to the best of the Company’s knowledge, threatened by the Commission.  The Company is not the subject of a pending proceeding under Section 8A of the Act in connection with the offering of the Shares.  The Registration Statement satisfies the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all other material respects with such Rule.  The Registration Statement, in the form in which it became effective, and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Preliminary Prospectus and the Prospectus and any supplement or amendment thereto, each when filed with the Commission under Rule 424(b) under the Act, complied or will comply in all material respects with the provisions of the Act and the Exchange Act.  On each Effective Date and at the Execution Time, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading.  On the date of any filing pursuant to Rule 424(b) under the Act and on the Closing Date and each Option Closing Date, the Prospectus (together with any supplement thereto) will not, include 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 representation and warranty contained in this Section 6(b) does not apply to statements in or omissions from the Registration Statement, the Disclosure Package or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein.

(c)           The Disclosure Package did not at the Execution Time, and will not on the Closing Date and each Option Closing Date, 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 made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein.

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