UNDERWRITING AGREEMENT

1.                                        REPRESENTATIONS AND WARRANTIES OF THE COMPANY .

The Company represents and warrants to each of the Underwriters as follows:

(a)                                   A registration statement on Form S-3 (File No. 333-113604) with respect to the Shares, including a form of prospectus (the “Base Prospectus”), has been prepared and filed with the Securities and Exchange Commission (the “Commission”), and subsequently amended on a pre-effective basis, by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder.  Such registration statement, as amended, has become effective under the Act and, as amended at the time it became effective, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Rules and Regulations, is herein referred to as the “Registration Statement” and shall be deemed to include all information omitted therefrom in reliance on Rule 430B of the Rules and Regulations and contained in the Prospectus referred to below.  No post-effective amendment to the Registration Statement has been filed as of the date of this Agreement.  The Company has prepared a prospectus supplement (the “Prospectus Supplement”) to the Base Prospectus setting forth the terms of the offering, sale and plan of distribution of the Shares and additional information concerning the Company and its business.  “Prospectus” means the form of prospectus first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations containing the Base Prospectus and the Prospectus Supplement; and “Preliminary Prospectus” means any preliminary form of the Prospectus.  Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) of the Rules and Regulations and prior to the termination of the offering of the Shares by the Underwriters.

The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3.  There are no contracts or documents required to be filed as exhibits or incorporated by reference in the Registration Statement that are not so filed or incorporated by reference.

At or prior to the time when sales of the Shares were first made (the “Time of Sale”), the Company had prepared the following information:  a Preliminary Prospectus dated November 29, 2005 and each “free-writing prospectus” (as defined pursuant to Rule 405 of the Rules and Regulations) listed on Exhibit A hereto.  In addition, you have informed the Company that the Underwriters have orally provided or will orally provide the pricing information set forth on Exhibit A to prospective purchasers prior to confirming sales (such oral pricing information, together with the Preliminary Prospectus and each free-writing prospectus listed on Exhibit A hereto required to be filed pursuant to Rule 433(d) under the Act, is referred to herein as the “Time of Sale Information”).  If, subsequent to the date of this Agreement, the Company and the Underwriters determine that such Time of Sale Information included an untrue statement of a material fact or omitted a statement of material fact necessary to make the information therein, in

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the light of the circumstances under which it was made, not misleading and agree to provide an opportunity to purchasers of the Shares to terminate their old purchase contracts and enter into new purchase contracts, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry into the first such new purchase contract.

(b)                                  The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date 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; provided that the Company makes no representations or warranties as to information contained in the Time of Sale Information in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use therein, it being understood and agreed that the only such information is that described in Section 13 hereof.  No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information, and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

(c)                                   Other than each Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved, distributed or referred to and will not prepare, make, use, authorize, approve, distribute or refer to any “written communication” (as defined in Rule 405 of the Rules and Regulations) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives, other than a communication referred to in clause (iii) below, is referred to herein as an “Issuer Free Writing Prospectus”) other than (i) the documents listed on Exhibit A hereto, (ii) other written communications the use of which has been approved in writing in advance by the Representatives and (iii) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 of the Rules and Regulations.  Each Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed in accordance with the Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not, and at the Closing Date 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; provided that the Company makes no representations or warranties as to information contained in each such Issuer Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use therein, it being understood and agreed that the only such information is that described in Section 13 hereof.

(d)                                  The Commission has not issued an order preventing or suspending the effectiveness of the Registration Statement, and no proceeding for that purpose or pursuant to Section 8A of the Act has been instituted or threatened by the Commission or is pending, or, to the knowledge of the Company, otherwise contemplated by the Commission.  The Registration Statement contains, and the Prospectus and any amendments or supplements thereto will contain, all statements that are required to be stated therein by, and conform and will conform to, the requirements of the Act and the Rules and Regulations.  The documents incorporated, or to be

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incorporated, by reference in the Time of Sale Information or the Prospectus, at the time filed with the Commission, conformed or will conform in all respects to the requirements of, as applicable, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder or the Act and the Rules and Regulations.  The Registration Statement and each amendment thereto (i) did not contain as of the effective date thereof, and do not and will not contain, any untrue statement of a material fact and (ii) did not omit as of the effective date thereof, and do not and will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  The Prospectus and any amendments and supplements thereto (i) do not and will not contain any untrue statement of material fact and (ii) do not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement or the Prospectus, or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use therein, it being understood and agreed that the only such information is that described in Section 13 hereof.

(e)                                   The Company is not an “ineligible issuer” in connection with the offering contemplated hereby pursuant to Rules 164, 405 and 433 of the Rules and Regulations.

(f)                                     The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus.  Each of the subsidiaries of the Company listed on Exhibit B hereto (collectively, the “Subsidiaries,” and each a “Subsidiary”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus.  The Subsidiaries are the only subsidiaries, direct or indirect, of the Company.  The Company and each of the Subsidiaries are duly qualified to transact business in all jurisdictions in which the conduct of their business requires such qualification, except where the failure to so qualify would not have, singularly or in the aggregate, a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and the Subsidiaries taken as a whole (a “Material Adverse Effect”).    The outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable are owned by the Company or another Subsidiary free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

(g)                                  The outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; the Shares to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein will be validly issued, fully paid and non-assessable; and no preemptive rights of stockholders exist with respect to any of the Shares or the issue and sale thereof.  Neither the filing of the Registration

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Statement nor the offering or sale of the Shares as contemplated by this Agreement gave or gives rise to any rights, other than those that have been waived or satisfied, for or relating to the registration of any shares of Common Stock.

(h)                                  The information set forth under the caption “Capitalization” in the Registration Statement, the Time of Sale Information and the Prospectus is true and correct.  All of the Shares conform to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus.  The form of certificates for the Shares conforms to the corporate law of the State of Delaware.

(i)                                      The consolidated financial statements of the Company and the Subsidiaries, together with related notes and schedule, as incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, present fairly the financial position and the results of operations and cash flows of the Company and the consolidated Subsidiaries, at the indicated dates and for the indicated periods.  Such financial statements and related schedule have been prepared in accordance with accounting principles generally accepted in the United States, consistently applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made.  The summary financial and statistical data included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein and such data have been compiled on a basis consistent with the financial statements incorporated by reference therein and the books and records of the Company.  The pro forma financial statements and other pro forma financial information incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements, and have been properly compiled on the pro forma bases described therein; and, in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.

(j)                                      To the knowledge of the Company after reasonable inquiry, each of KPMG LLP and Grant Thornton LLP, which have certified certain of the financial statements incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, is an independent public accounting firm as required by the Act and the Rules and Regulations and is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), with respect to its services provided to the Company.

(k)                                   Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of the Subsidiaries is aware of (i) any material weakness in its internal control over financial reporting or (ii) change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  The Company is not aware of any reason that the certifications of the Company’s chief executive officer and chief financial officer in connection with the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q

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incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus are not true and correct in all material respects, and the Company is not aware of any reason that its Annual Report on Form 10-K for the year ending December 31, 2005 will not be accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and chief financial officer.

(l)                                      The Company is in compliance in all material respects with (i) all provisions of the Sarbanes-Oxley Act that are effective and as to which the Company is required to be in compliance, and (ii) all rules and regulations promulgated thereunder, or implementing the provisions thereof, that are effective and as to which the Company is required to be in compliance.  The Company’s board of directors has appointed an audit committee having a composition that satisfies the requirements of Rule 4350(d) promulgated by the National Association of Securities Dealers, Inc. (the “NASD”).  The Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of Rule 4350(d)(1) promulgated by the NASD.

(m)                                There is and has been no failure on the part of the Company to comply in all material respects with any provision of the Sarbanes-Oxley Act.  The Company has taken all necessary actions to ensure that it is in compliance in all material respects with all provisions of the Sarbanes-Oxley Act that are in effect and with which the Company is required to comply and is actively taking steps to ensure that it will be in compliance with other applicable provisions of the Sarbanes-Oxley Act not currently in effect or that will become applicable to the Company.

(n)                                  There are no material off-balance sheet transactions, or any other relationships with unconsolidated entities, that may have a material current or, to the knowledge of the Company, future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

(o)                                  There is no action, suit, claim or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of the Subsidiaries before any court or administrative agency or otherwise that if determined adversely to the Company or any of the Subsidiaries might (i) result in any material adverse change in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company and the Subsidiaries taken as a whole (a “Material Adverse Change”) or any development involving a prospective Material Adverse Change or (ii) prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus.

(p)                                  The Company and the Subsidiaries have good and marketable title to all of the properties and assets that are (i) reflected in the consolidated financial statements hereinabove described or (ii) described in the Registration Statement, the Time of Sale Information and the Prospectus and purported to be owned by the Company or any of the Subsidiaries, subject in each case to no lien, mortgage, pledge, charge or encumbrance of any kind except those that are reflected in such financial statements or described in the Registration Statement, the Time of Sale Information and the Prospectus or that are not material in amount.  The Company and the

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Subsidiaries occupy their leased properties under valid and binding leases, which conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Information and the Prospectus.

(q)                                  Except where the failure to do so would not have a Material Adverse Effect, the Company and the Subsidiaries have filed all Federal, State, local and foreign tax returns that have been required to be filed and have paid all taxes indicated by such returns and all assessments received by them or any of them to the extent that such taxes have become due and are not being contested in good faith and for which an adequate reserve for accrual has been established in accordance with generally accepted accounting principles.  All tax liabilities have been adequately provided for in the financial statements of the Company, and the Company does not know of any actual or proposed additional material tax assessments.

(r)                                     Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not occurring in the ordinary course of business, and there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Company or the Subsidiaries, other than transactions in the ordinary course of business and changes and transactions described in the Registration Statement, the Time of Sale Information and the Prospectus.  The Company and the Subsidiaries have no material contingent obligations that are not disclosed in the Company’s financial statements incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus.

(s)                                   Neither the Company nor any of the Subsidiaries is or with the giving of notice or lapse of time or both, will be, in violation of or in default under (i) its charter or by-laws (or equivalent organizational documents) or (ii) any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and, solely with respect to this clause (ii), which violation or default would have a Material Adverse Effect.  The execution and delivery of this Agreement and the consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties is bound, or of the charter or by-laws of the Company or any law, order, rule or regulation judgment, order, writ or decree applicable to the Company or any Subsidiary of any court or of any government, regulatory body or administrative agency or other governmental body having jurisdiction.

(t)                                     The execution and delivery of, and the performance by the Company of its obligations under, this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company, and this Agreement has been duly executed and delivered by the Company.

(u)                                  Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in

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connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission or the NASD or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under State securities or Blue Sky laws) has been obtained or made and is in full force and effect.

(v)                                  Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and each of the Subsidiaries hold all material licenses, certificates and permits from governmental authorities that are necessary to the conduct of their businesses; the Company and the Subsidiaries each own or possess the right to use all patents, patent rights, trademarks, trade names, service marks, service names, copyrights, license rights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights (“Intellectual Property”) necessary to carry on their business in all material respects; neither the Company nor any of the Subsidiaries has infringed, and except as described in the Registration Statement, the Time of Sale Information and the Prospectus, none of the Company or the Subsidiaries has received any notice of conflict with, any Intellectual Property of any other person or entity.  The Company has taken all reasonable steps necessary to secure interests in such Intellectual Property from its contractors and consultants.  There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company that are required to be described in the Registration Statement, the Time of Sale Information and the Prospectus and are not described in all material respects.  The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement, the Time of Sale Information or the Prospectus and are not described in all material respects.  None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its officers, directors or employees or otherwise in violation of the rights of any persons; except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company has not received any written or oral communications alleging that the Company has violated, infringed or conflicted with, or, by conducting its business as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, would violate, infringe or conflict with, any of the Intellectual Property of any other person or entity.  Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company knows of no infringement by others of Intellectual Property owned by or licensed to the Company.

(w)                                Neither the Company nor, to the Company’s knowledge, any of its affiliates has taken or is authorized to take, directly or indirectly, any action designed to cause or result in, or that has constituted or that might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Shares.  The Company acknowledges that the Underwriters may engage in passive market making transactions in the Shares on the Nasdaq National Market in accordance with Regulation M under the Exchange Act.

(x)                                    Neither the Company nor any Subsidiary is or, after giving effect to the offering and sale of the Shares contemplated hereunder and the application of the net proceeds

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from such sale as described in the Properties, will be an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations of the Commission thereunder.

(y)                                  The Company and each of the Subsidiaries maintain a system of internal 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 and to maintain accountability for assets; (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.

(z)                                    The Company and each of the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses.

(aa)                             The Company and each of the Subsidiaries are in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company and each Subsidiary would have any liability; the Company and each Subsidiary has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Section 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each “pension plan” for which the Company or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(bb)                           To the Company’s knowledge, there are no affiliations or associations between any member of the NASD and any of the Company’s officers, directors or 5% or greater securityholders, except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus.

(cc)                             Neither the Company nor any of the Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually

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or in the aggregate have a Material Adverse Effect, and the Company is not aware of any pending investigation that might lead to such a claim.

(dd)                           The Company has made generally available to its security holders an earning statement in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earnings statement satisfied the requirements of Section 11(a) of the Act and Rule 158 of the Rules and Regulations.

(ee)                             There are no relationships or related-party transactions involving the Company, any of the Subsidiaries or any other person that are required to be described in the Registration Statement, the Time of Sale Information and the Prospectus but that have not been described as required.

(ff)                                 Neither the Company nor any of the 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, which violation is required to be disclosed in the Registration Statement, the Time of Sale Information and the Prospectus.

2.                                        PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES .

(a)                                   On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.90 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.

(b)                                  Payment for the Firm Shares to be sold hereunder is to be made in Federal (same-day) funds against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters.  Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the fourth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”  (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)  The certificates for the Firm Shares will be delivered in such denominations and registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date.

(c)                                   In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2.  The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the

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several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered.  The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”).  If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.  The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares.  The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters.  You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company.  To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same-day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company.

3.                                        OFFERING BY THE UNDERWRITERS .

It is understood that the several Underwriters are to make a public offering of the Firm Shares as soon as the Representatives deem it advisable to do so.  The Firm Shares are to be initially offered to the public at the initial public offering price set forth in the Prospectus.  The Representatives may from time to time thereafter change the public offering price and other selling terms.

It is further understood that you will act as the Representatives for the Underwriters in the offering and sale of the Shares in accordance with a Master Agreement Among Underwriters entered into by you and the several other Underwriters.

4.                                        COVENANTS OF THE COMPANY .

The Company covenants and agrees with the several Underwriters that:

(a)                                   The Company will (i) prepare and timely file with the Commission under Rules 424(b) and 430B of the Rules and Regulations the Prospectus in a form approved by the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B of the Rules and Regulations, (ii) not file any amendment to the Registration Statement, distribute any amendment or supplement to the Time of Sale Information or the Prospectus, or file any document (or any amendment or supplement to a document) incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus of which the Representatives shall not previously have been advised and furnished with a copy or to which the Representatives shall have reasonably objected in writing or that is not in compliance with the Rules and Regulations and (iii) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the

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Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by the Underwriters.

(b)                                  The Company will (i) 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 of the Rules and Regulations) required to be filed by the Company with the Commission or retained by the Co