E. Each of the Investors and the Company desire that the Investors exchange the TruPS held byhim at the Closing Date for the consideration set forth herein pursuant to the terms and conditionsof this Agreement (the “Exchange”).**AGREEMENT**     NOW, THEREFORE, in consideration of the mutual agreements and subject to the terms andconditions herein set forth, the parties hereto agree as follows:     1. Exchange of TruPS.          Upon and subject to the terms and conditions contained in this Agreement, on the Closing Date,each Investor shall deliver the TruPS held by him to the Company, free and clear of all claims,liens and Encumbrances (as defined herein), and the Company shall transfer and deliver to theInvestor the consideration set forth in Section 2.1 of this Agreement.     2. Consideration for the Exchange.          2.1 Exchange Price.          The consideration to be delivered to each Investor as set forth in Section 1 (the “ExchangePrice”) shall be: (a) a cash payment (the “Cash Consideration”) of(I) FOUR HUNDRED THOUSAND DOLLARS ($400,000) multiplied by (II) eachInvestor’s Percentage, as set forth next to each Investor’s name on thesignature page hereto;  (b) a number of shares of the Company’s commonstock, par value $.01 per share (“Company Common Stock”) equal to theproduct of (I) the Initial Shares (as defined below) and (II) eachInvestor’s Percentage. “Initial Shares” shall be a number of shares of
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   Company Common Stock equal to $600,000 divided by the average dailyclosing price of the Company Common Stock for the twenty (20)business days prior to the date of Closing (the “Conversion Price”);  (c) a warrant, in the form attached hereto asExhibit A (the “Exhibit A Warrant”), to purchase a number of shares ofCompany Common Stock equal to the product of (I) the Exhibit A WarrantShares (as defined below) and (II) each Investor’s Percentage. TheExhibit A Warrant Shares shall be the sum of (A) 769,608 shares plus(B) the product of the Initial Shares and 9.9%. The Exhibit A Warrantshall be exercisable within five (5) years of the Closing Date andshall provide for the purchase of the shares at a strike price equal tothe lesser of (i) $4.00 per share, (ii) the Conversion Price, (iii) inthe event that the Company consummates a public offering other thanpursuant to an employee benefit plan of the Company, including anoffering registered with the Securities and Exchange Commissionnotwithstanding that such registered offering might be deemed a privateoffering under Nasdaq Marketplace Rule 5635 (a “Public Offering”), theprice per share for shares of Company Common Stock in any such PublicOffering, or (iv) in the event that the Company consummates a privateplacement of shares of Company Common Stock in exchange exclusively forcash consideration pursuant to Regulation D (a “Private Placement”),
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   the Regulation D private placement offering price per share for shares of Company Common Stock in any such private placement (the“Strike Price”). A Public Offering or a Private Placement isreferred to herein as an “Offering.”  (d) a warrant, in the form attached hereto asExhibit B (the “Exhibit B Warrant” and together with Exhibit A Warrant,the “Warrants”) to purchase a number of shares of Company Common Stockequal to the product of (I) the Allowable Number (as defined below) and(II) each Investor’s Percentage. The Exhibit B Warrant shall beexercisable within five (5) years of the Closing Date only in the eventthat an Offering is consummated by the Company within one (1) year ofthe date hereof, and shall provide for the purchase of Company CommonStock at the Strike Price. The “Allowable Number” shall bea number of shares equal to the Dilution Limit (as defined below) minus theaggregate number of shares issuable or issued to all the Investorspursuant to the Exhibit A Warrants. The Dilution Limit equals 4.9% ofthe total number of shares of Company Common Stock outstandingsubsequent to the first Offering completed by the Company within oneyear of the date hereof. In the event two or more Offerings arecompleted by the Company within one (1) year of the date hereof, thenupon the completion of each Offering completed within such one-yearperiod and subsequent to the first completed Offering the Dilution
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   Limit shall be increased by a number of shares equal to 4.9% of thetotal number of shares of Company Common Stock sold in each Offeringcompleted within such one-year period and subsequent to the firstcompleted Offering.          2.2 Payment of Exchange Price.          The Company shall deliver the cash portion of the Exchange Price by wire transfer ofimmediately available funds to the Investors on the Closing Date pursuant to the wire instructionsprovided by the Investors prior to the Closing Date.          2.3 Representations and Warranties of the Investors regarding the Company Common Stock andthe Warrants.          Each of the Investors represents and warrants to the Company with respect to such Investor asfollows: (a) (i) The Investor is familiar with the nature ofand risks involved in an investment in the Company Common Stock andWarrants issuable hereunder, (ii) is financially capable of bearing theeconomic risk of this investment, and (iii) has carefully consideredand evaluated the risks and advantages of receiving the Company CommonStock and Warrants issuable hereunder.  (b) The Investor understands that (i) the CompanyCommon Stock and Warrants issuable hereunder have not been registeredunder the Securities Act of 1933, as amended (hereinafter referred toas the “1933 Act”) or any state securities laws and cannot be resoldwithout registration under the 1933 Act or an exemption therefrom,
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   (ii) the Company Common Stock and Warrants issuable hereunder arebeing acquired for investment and agrees and represents that it willnot sell or distribute the Company Common Stock and Warrants issuablehereunder or any portion thereof without compliance with allapplicable securities laws.  (c) The Investor is fully aware that the CompanyCommon Stock and Warrants issuable hereunder are being issued and soldin reliance upon an exemption provided for by the 1933 Act and theapplicable state securities laws, on the basis that no public offeringis involved, and that the representations set forth in this Agreementare being relied upon by the Company and are essential to theavailability of such exemption.  (d) The Investor acknowledges and understands thatthe certificate evidencing its ownership of the Company Common Stockissuable hereunder and upon the exercise of the Warrants will beimprinted with a legend substantially in the following form:  ** **** ****THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIREDFOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAYNOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERREDWITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THESECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATIONTHAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.**
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 (e) The Investor acknowledges and understands thatthe certificate evidencing its ownership of the Warrants will beimprinted with a legend substantially in the following form:  ** **** ****NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISEHEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY HAVE BEENACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR INCONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFEROR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTEDWITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii)AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THECOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANYAPPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTIONLETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THATREGISTRATION UNDER THE ACT IS NOT REQUIRED.**  (f) The Investor is acquiring the Company CommonStock and Warrants issuable hereunder for his own account.  (g) The offer and purchase of the Company CommonStock and Warrants issuable hereunder was initiated in a private,negotiated transaction between the Investor and Company, and no generalsolicitation was utilized by the Company.  (h) The Investor is a resident, for tax and otherpurposes, of the United States.  (i) The Investor is an Accredited Investor (as suchterm is defined in Rule 501 promulgated under the 1933 Act) and theInvestor is an
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   Accredited Investor due to his meeting the class of AccreditedInvestor set forth next to his name on the signature page to thisAgreement.     3. Representations and Warranties of the Investor.      Each Investor makes the representations and warranties contained in Sections 3.1 through 3.5to the Company with respect to such Investor intending that the Company rely on each of suchrepresentations and warranties in order to induce the Company to enter into and complete thetransaction contemplated by this Agreement. The representations and warranties set forth in thisArticle 3 shall survive the consummation of the transaction contemplated by this Agreement untilthe expiration of one (1) year from the Closing Date, provided that in the case of fraud, therepresentations and warranties shall survive the consummation of such transaction without any timelimit. Where representations and warranties made by each of the Investors are made to the ActualKnowledge of each of the Investors, “Actual Knowledge” means only that knowledge that each Investorhas without having undertaken any inquiry or investigation.          3.1 Execution and Validity (the Investor).          The Investor has entered into this Agreement freely and voluntarily, in his individualcapacity, and without reliance on any promises not expressly contained herein, that the Investorhas been afforded an adequate time to review carefully the terms hereof, and that this Agreementwill not be deemed void or avoidable by claims of duress, deception, mistake of fact, or otherwise.The Investor has the full right, power and authority to enter into, and the ability to perform itsobligations under this Agreement and all other agreements and instruments contemplated by thisAgreement. This Agreement has been duly executed and delivered by the Investor and is, and theother agreements and instruments to be executed and delivered by the
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Investor will be, when executed and delivered by it, legal, valid and binding agreements ofthe Investor, enforceable in accordance with their respective terms.          3.2 Absence of Encumbrances (the Investor).          At the Closing Date, the Investor will be the record and beneficial owner of the TruPS, freeand clear of any liens, pledges, claims, restrictions, agreements, charges and encumbrances of anykind (“Encumbrances”) and there are and as of the Closing Date there will be no pending or, to theInvestor’s knowledge, threatened claims or proceedings which would impair or encumber any of theTruPS.          3.3 Absence of Violations.          Neither the execution nor delivery of this Agreement or of any of the other agreements andinstruments contemplated by this Agreement, nor the consummation of the transaction contemplated bythis Agreement or such other agreements and instruments will (a) conflict with or result in thebreach of any term or provision of, or constitute a default under, or give any third party theright to accelerate any obligation under, any contract, agreement, indenture, deed of trust,instrument, order, law or regulation to which the Investor is a party or by which the Investor, orany of his assets or properties are in any way bound or obligated or (b) result in the creation ofany Encumbrance upon any of the TruPS.          3.4 Consents.          (a) No consent, approval, order or authorization of, or registration, qualification,designation, declaration or filing with, any governmental authority is required on the part of theInvestor in connection with the transaction contemplated by this Agreement; and (b) no consent,approval, waiver or other action by any person or entity under any contract, instrument or otherdocument is required or necessary for the execution, delivery and performance of this Agreement
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by the Investor, or the consummation by the Investor of the transaction contemplated by thisAgreement.          3.5 Brokers.          No agent, broker, investment banker or other person or entity acting on behalf of the Investoror under its authority, is or will be entitled to any broker’s fee or finder’s fee or any othercommission or similar fee, directly or indirectly, in connection with the transaction contemplatedby this Agreement for which the Company or the Investor is or will become liable.          3.6 Presumptions of Action in Concert.          To the Investor’s Actual Knowledge, no facts or circumstances exist that would cause theInvestor to be subject to a rebuttable presumption of action in concert with any other Investorpursuant to the provisions of 12 C.F.R. Section 574.4(d).     4. Representations and Warranties of Company.          The Company makes the representations and warranties contained in Sections 4.1 through 4.9 tothe Investors intending that the Investors rely on each of such representations and warranties inorder to induce the Investors to enter into and complete the transaction contemplated by thisAgreement. These representations and warranties shall survive the consummation of the transactioncontemplated by this Agreement until the expiration of one (1) year from the Closing Date, providedthat in cases of fraud these representations and warranties shall survive the consummation of suchtransaction without any time limit. Where reference is made to the knowledge of the Company, suchknowledge means and includes the actual knowledge of any of the directors or officers of theCompany.
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          4.1 Execution and Validity.          The Company has the full right, power and authority to enter into, and the ability to performits obligations under this Agreement and all other agreements and instruments contemplated by thisAgreement. This Agreement has been duly executed and delivered by the Company and is, and theother agreements and instruments to be executed and delivered by the Company will be, when executedand delivered by it, legal, valid and binding agreements the Company, enforceable in accordancewith their respective terms.          4.2 Organization and Qualification.          The Company (a) is duly organized, validly existing and in good standing under the laws of itsjurisdiction of formation, and (b) has all the requisite power and authority to carry on itsbusinesses as such businesses are presently conducted.          4.3 Absence of Encumbrances.          The Initial Shares have been duly authorized by all necessary corporate action. When issuedand sold against receipt of consideration thereof, the Initial Shares will be validly issued by theCompany, fully paid, non-assessable, will not subject the holders thereof to personal liability andwill not be issued in violation of preemptive rights. The voting rights provided for in the termsof the Initial Shares are validly authorized and shall not be subject to restriction or limitationin any respect except as set forth in the Company’s Articles of Incorporation or Ohio law. Anysubsequent Company Common Stock issued by the Company pursuant to Section 2.1(c) or Section 2.1(d)will be validly issued by the Company, fully paid, non-assessable, will not subject the holdersthereof to personal liability and will not be issued in violation of preemptive rights. The votingrights provided for in the terms of any Company Common Stock issued by the Company pursuant toSection 2.1(c) or Section 2.1(d) will be
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validly authorized and shall not be subject to restriction or limitation in any respect exceptas set forth in the Company’s Articles of Incorporation or Ohio law.          4.4 Absence of Violations.          Neither the execution nor delivery of this Agreement or of any of the other agreements andinstruments contemplated by this Agreement, nor the consummation of the transaction contemplated bythis Agreement or such other agreements and instruments, will (a) conflict with or result in thebreach of any term or provision of, or constitute a default under, or give any third party theright to accelerate any obligation under, any charter provision, bylaw, contract, agreement,indenture, deed of trust, instrument, order, law or regulation to which the Company is a party orby which the Company or any of its assets or properties are in any way bound or obligated; or (b)result in the creation of any Encumbrance upon any of the assets or properties of the Company.          4.5 Consents.          (a) No consent, approval, order or authorization of, or registration, qualification,designation, declaration or filing with, any governmental authority is required on the part of theCompany in connection with the transaction contemplated by this Agreement; and (b) no consent,approval, waiver or other action by any person or entity under any contract, instrument or otherdocument is required or necessary for the execution, delivery and performance of this Agreement bythe Company, or the consummation by the Company of the transactions contemplated by this Agreement.          4.6 Litigation and Governmental Matters.          There is no action, suit or proceeding that has been (a) filed and served, whether or notpurportedly on behalf of the Company, at law or in equity, or before or by any federal,
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state, local or other governmental department, commission, board, bureau, agency orinstrumentality, domestic or foreign, which is pending; or (b) to the knowledge of the Company, (i)filed but not served or (ii) threatened, against (including, but not limited to, counterclaims)Company which involves the transactions contemplated by this Agreement or the possibility of anyjudgment or liability which if determined adversely to the Company would result in a materialadverse change in the business, operations, affairs, properties or assets, or in the financialcondition of the Company; and the Company is not in default with respect to any final judgment,writ, injunction, decree, rule or regulation of any court or any federal, state, local or othergovernmental department, commission, board, bureau, agency or instrumentality, domestic or foreign,which would have a material adverse effect on the Company.          4.7 Compliance.          Neither the Company nor its business, nor the use, operation or maintenance of any of itsassets or properties, is in or constitutes a default under, or is in violation of or contravenes,any applicable (including, without limitation, any tax, health, employment, customs or interstateor international commerce) statute, law, ordinance, decree, order, rule or regulation of anygovernmental authority, domestic or foreign, except where such default, violation or contraventionwould not have a material adverse effect on the Company. The Company has not, nor has any entityor individual acting on behalf of the Company made any payment of funds prohibited by law, and nofunds of the Company have been set aside to be used for any such payment. The Company has compliedwith all applicable laws and regulations in connection with government contracts, if any, and, tothe knowledge of the Company, no person or entity has made any allegation that the Company has notso complied.
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          4.8 Brokers.          No agent, broker, investment banker, or other person or entity acting on behalf of the Companyor under its authority, is or will be entitled to any broker’s fee or finder’s fee or any othercommission or similar fee, directly or indirectly, in connection with the transaction contemplatedby this Agreement for which the Investors will become liable.          4.9 Securities Reports.          Companyrepresents and warrants that since October 9, 2008, it has filed all forms, reportsand documents required to be filed by it with the Securities and Exchange Commission under theSecurities Exchange Act of 1934, as amended, and such forms, reports and documents filed by theCompany did not at the time filed with the Securities and Exchange Commission (or if amended orsuperseded by a filing prior to the date of this Agreement, then on the date of such filing)contain an untrue statement of a material fact or omit to state a material fact required to bestated therein or necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading.     5. Covenants of the Investors.          In addition to other obligations contained in this Agreement, between the date of thisAgreement and the Closing, unless specifically waived, in writing, by the Company, each Investorshall:          5.1 Cooperation.          Take no action that would cause the conditions upon which the obligations of the parties toeffect the transactions contemplated by this Agreement not to be fulfilled including, withoutlimitation, taking or causing to be taken any action that would cause the representations
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and warranties made by the Investor in this Agreement not to be true and correct in allmaterial respects as of the Closing Date.          5.2 Certain Acts.          Use commercially reasonable efforts (including, without limitation, executing requireddocuments and paying any related fees and expenses required by contract or otherwise) to cause tobe fulfilled the conditions precedent to the Company’s obligations to consummate the transactionscontemplated by this Agreement that are dependent upon the actions of the Investor.          5.3 Governmental Filings.          Promptly make all governmental filings or other submissions, if any, which may be necessary inorder for the Investor to be able to consummate the transactions contemplated by this Agreement.          5.4 No Shop; Standstill.          Refrain from selling, transferring, pledging, encumbering, hypothecating or otherwisedisposing of the TruPS to be held by him to any person or entity other than the Company, orcontinuing or entering into any discussions or negotiations with, or entering into any agreementwith, any other person or entity concerning the matters addressed in this Section 5.4.     6. Covenants of Company.          In addition to other obligations contained in this Agreement, between the date of thisAgreement and the Closing Date, unless specifically waived, in writing, by the Investors, theCompany shall:
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          6.1 Cooperation.          Take no action that would cause the conditions upon which the obligations of the parties toeffect the transactions contemplated by this Agreement not to be fulfilled including, withoutlimitation, taking or causing to be taken any action that would cause the representations andwarranties made by the Company in this Agreement not to be true and correct in all materialrespects as of the Closing.          6.2 Certain Acts.          Use commercially reasonable efforts (including, without limitation, executing requireddocuments and paying any related fees and expenses required by contract or otherwise) to cause tobe fulfilled the conditions precedent to the Investor’s obligations to consummate the transactioncontemplated by this Agreement that are dependent upon the actions of the Company.          6.3 Registration Rights.          The Company agrees, at its own expense, within sixty (60) days of the Closing Date and withinsixty (60) days of the exercise of any warrant referred to herein, to prepare and file aregistration statement with the Securities and Exchange Commission with respect to the resale ofany common stock or warrant issued hereunder, and thereafter use its best efforts to cause theregistration statement to become effective as soon as reasonably practicable.          6.4 Governmental Filings.          Promptly make all governmental filings or other submissions, if any, which may be necessary inorder for the Company to be able to consummate the transactions contemplated by this Agreement.
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          6.5 Shareholder Approval.          Submit to its shareholders at the Company’s 2009 annual meeting of shareholders a proposal forapproval of the transactions contemplated by this Agreement in compliance with Nasdaq Stock Market,Inc. rules and regulations     7. Conditions Precedent to the Obligations of the Investors.          Unless each of the following conditions are satisfied or waived, in writing, by the Investor,no Investor shall be obligated to effect the transaction contemplated by this Agreement:          7.1 Representations and Warranties.          The representations and warranties of the Company contained in this Agreement shall be trueand complete in all material respects as of the date of this Agreement and as of the Closing Date(as if each were made at such time), and Investor shall have received a certificate signed by anauthorized officer of the Company to that effect.          7.2  Performance.          Each of the agreements, obligations, conditions and covenants to be performed or complied withby the Company at or prior to the Closing Date pursuant to the terms of this Agreement shall havebeen fully performed or complied with on or before the Closing Date, including, without limitation,each of the deliveries to be made by Company pursuant to Section 9.3.          7.3 Absence of Litigation.          There shall be no pending or threatened claim, action, litigation, suit or other proceeding,either judicial or administrative, against the Investor, or with respect to the Company, for thepurpose of enjoining or preventing the consummation of this Agreement or otherwise claiming thatthis Agreement or its consummation is improper or adversely affecting
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or which would adversely affect the benefit to the Investor of the transactions contemplatedby this Agreement.          7.4 Consents.          All consents, approvals, permits, estoppel certificates and/or waivers from governmentalauthorities and all other persons or entities necessary to effectuate the transactions contemplatedby this Agreement and/or in the case of governmental regulations all applicable time periods shallhave expired or been terminated.     8. Conditions Precedent to Obligations of Company.          Unless each of the following conditions are satisfied or waived, in writing, by the Company,the Company shall not be obligated to effect the transactions contemplated by this Agreement:          8.1 Representations and Warranties.          The representations and warranties of the Investors contained in this Agreement shall be trueand complete in all material respects as of the date of this Agreement and as of the Closing Date(as if each were made at such time), and the Company shall have received a certificate signed byeach Investor to that effect.          8.2 Performance.          Each of the agreements, obligations, conditions and covenants to be performed or complied withby the Investor, at or prior to the Closing, pursuant to the terms of this Agreement shall havebeen fully performed or complied with on or before the Closing Date, including, without limitation,each of the deliveries to be made by the Investors pursuant to Section 10.2.
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          8.3 Absence of Litigation.          There shall be no pending or threatened claim, action, litigation, suit or other proceeding,either judicial or administrative, against the Company, the Investors for the purpose of enjoiningor preventing the consummation of this Agreement or otherwise claiming that this Agreement or itsconsummation is improper or which would adversely affect the benefit to the Company of thetransactions contemplated by this Agreement.          8.4 Consents.           All consents, approvals, permits, estoppel certificates and/or waivers from governmentalauthorities and all other persons or entities necessary to effectuate the transaction contemplatedby this Agreement and/or in the case of governmental regulations all applicable time periods shallhave expired or been terminated.     9. Condition Precedent to the Closing.          Notwithstanding anything herein to the contrary, the Closing may not occur if the Company hasnot prior to the Closing received the approval of its shareholders of the transactions contemplatedby this Agreement in compliance with Nasdaq Stock Market, Inc. rules and regulations.     10. Closing and Post-Closing Covenants.          10.1 Time and Place.          The closing under this Agreement (the “Closing”) shall take place at 10:00 a.m. on the datethat is five business days following the Company’s receipt of the shareholder approval contemplatedin Section 9 herein (the “Closing Date”), at the offices of Krugliak, Wilkins, Griffiths &Dougherty Co., L.P.A. in Canton, Ohio, or such other time and/or place as may be agreed to by theCompany and the Investors. If all of the conditions set forth in Sections
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7, 8 and 9 are not satisfied by such date, subject to extension as provided in this Agreement,the Company or the Investors, as the case may be in connection with the applicable condition, shallhave the right, but not the obligation, to postpone the Closing from time to time, but not beyondan additional sixty (60) days in the aggregate. Notwithstanding the foregoing, if the failure tosatisfy a condition is a breach of this Agreement, exercise of an option provided in this Section10.1 shall not constitute a waiver of such breach or of the right to seek damages for such breach.          10.2 Obligations of the Investor.          At the Closing, each Investor shall deliver to Company:               10.2.1 The certificate dated as of the Closing Date, as described in Section 8.1;               10.2.2 The TruPS held by him;               10.2.3 An executed copy of an agreement, in form satisfactory to the Company and its counsel,providing for the cancellation of the TruPS and the common securities issued by the Trust (the“Cancellation Agreement”);               10.2.4 All required consents, approvals, permits, estoppel certificates and/or waivers asrequired by Section 8.4, if any;               10.2.5 Such other certificates, instruments and documents of transfer, if any, as may benecessary to consummate the transactions contemplated by this Agreement.     10.3 Obligations of the Company.     At the Closing, the Company shall deliver to each Investor:          10.3.1   The Cash Consideration by wire transfer of immediately available funds pursuant to wire instructions to be provided by the Investors prior to the Closing Date;          10.3.2 The Initial Shares;
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               10.3.3 The officer’s certificate dated as of the Closing Date as described in Section 7.1;               10.3.4 A certified copy of the resolutions of the Board of Directors of the Companyauthorizing the execution, delivery and performance of, and the transactions contemplated by, thisAgreement;               10.3.5 The Exhibit A Warrant, as described and set forth in Section 2.1(c);               10.3.6 The Exhibit B Warrant, as described and set forth in Section 2.1(d);               10.3.7 A copy of the Cancellation Agreement; and               10.3.8 All required consents, approvals, permits, estoppel certificates and/or waivers asrequired by Section 7.4, if any;               10.3.9 Such other certificates, instruments and documents of transfer if any, as may benecessary to consummate the transactions contemplated by this Agreement.     11. Indemnification.          11.1 Indemnification by Investor. From and after the Closing Date, each Investorshall indemnify, defend and hold harmless Company and its stockholders, directors (other than anyInvestor who is a director of the Company), officers, employees and agents and their successors andassigns against any loss, claim, damage, cost, obligation, liability, penalty and expense,including all legal and other expenses reasonably incurred in connection with investigating ordefending against any such loss, claim, damage, cost, obligation, liability, penalty or expense oraction in respect of such matters (collectively referred to as “Section 11 Damages”), occasionedby, arising out of or resulting from any breach or default of any
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representation or warranty by, or covenant of, the Investor contained in this Agreement, thePurchase Agreement dated September ___, 2009 by and among MMCapS Funding XVIII, Ltd., SandlerO’Neill Advisors, L.P., the Investors and the Company (“Purchase Agreement”) or any other agreementprovided for in this Agreement. Indemnification under this Section 11 shall constitute theCompany’s exclusive remedy for any breach or default of any representation or warranty by, orcovenant of, the Investor contained in this Agreement or any other agreement provided for in thisAgreement, except in cases of fraud. The Company may pursue other remedies in addition toindemnification for fraud.          11.2 Indemnification by Company. From and after the Closing, Company shall indemnify,defend and hold harmless each Investor and his agents, successors and assigns against any Section11 Damages occasioned by, arising out of or resulting from any breach or default of anyrepresentation or warranty by, or covenant of, Company or made with respect to the Company by theInvestors contained in this Agreement, the Purchase Agreement or any other agreement provided forin this Agreement. Indemnification under this Section 11 shall constitute each Investor’s exclusiveremedy for any breach or default of any representation or warranty by, or covenant of Companycontained in this Agreement or any other agreement provided for in this Agreement, except in casesof fraud. The Investors may pursue other remedies in addition to indemnification for fraud.          11.3 Notice of Indemnification.          Upon receipt by an indemnified party of notice of the commencement against it of any actioninvolving a claim, such indemnified party, if a claim in respect of such action is to be made by itagainst any indemnifying party under this Section 11, shall promptly notify in writing theindemnifying party of such commencement. In case any such action is brought against any
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indemnified party, and it notifies an indemnifying party of such commencement, the indemnifyingparty will be entitled to participate in the defense and, to the extent that it may wish, jointlywith any other indemnifying party similarly notified, assume the defense of the action, withcounsel reasonably satisfactory to such indemnified party, and after notice from the indemnifyingparty to such indemnified party of its election to assume the defense, the indemnifying party willnot be liable to such indemnified party under this Section 11 for any legal or other expensessubsequently incurred by such indemnified party in connection with the defense other thanreasonable costs of investigation. Any such indemnifying party shall not be liable to any suchindemnified party on account of any settlement of any claim or action effected without the consentof such indemnifying party unless the indemnifying party had determined not to assume the defenseof the action. The indemnifying party will not settle or compromise any claim or action without thewritten consent of the indemnified party (which consent shall not be unreasonably withheld)          11.4 Basket.           Except as otherwise provided in this Agreement, neither the Investors, on the one hand, norCompany, on the other hand, shall have any liability for indemnification pursuant to Section 11unless the total Section 11 Damages for which the indemnifying party would otherwise be liableexceeds $50,000 in the aggregate for the Company or for the Investors in total, in which case theliability for indemnification shall include such $50,000, provided, however, that such $50,000“basket” shall not apply to any fraud by the parties hereto and shall only apply to any breach ordefault of any representation or warranty by, or covenant of, the parties hereto. The maximumamount of indemnification claims for which the Investor shall be liable in the aggregate shall notexceed the Exchange Price as set forth in Section 2.1.
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     12. Termination.           This Agreement shall be terminated and the transaction contemplated by this Agreementabandoned at any time prior to the Closing:          12.1 By mutual written consent of the Company and the Investor.          12.2 By Company upon written notice to the Investors, if an Investor has violated or breachedany representation, warranty or covenant contained in this Agreement or any agreement contemplatedby this Agreement; provided that the Company shall have given the Investors thirty (30) days’advance written notice setting forth the basis on which the Company is exercising its right toterminate and such violation or breach is not cured within such thirty (30) days.          12.3 By an Investor with respect to himself upon written notice to the Company, if the Companyhas violated or breached any representation, warranty or covenant contained in this Agreement orany agreement contemplated by this Agreement; provided that the Investor shall have given theCompany thirty (30) days’ advance written notice setting forth the basis on which the Investor isexercising its right to terminate and such violation or breach is not cured within such thirty (30)days.          Termination by the Company or an Investor pursuant to Sections 12.2 or 12.3, respectively,shall not constitute a waiver of the breach affording such right of termination or of the right toseek damages for such breach, and termination by an Investor pursuant to Section 12. 3 shall notaffect the rights and obligations set forth herein of the Company and the other Investors withrespect to each other.          12.4 Automatically if the Closing has not occurred on or before March 31, 2010.
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          12.5 Automatically if the Company’s shareholders do not approve the transactions contemplatedby this Agreement in compliance with Nasdaq Stock Market, Inc. rules and regulations at theCompany’s 2009 annual meeting of stockholders and any postponements or adjournments thereof.     13. Release. As a part of the consideration of this Agreement, each Investor and forthe personal representatives, successors, and assigns of the Investor, does hereby remise, release,and forever discharge the Company and the officers, employees, directors (other than any Investorwho is a director of the Company), and stockholders thereof, of and from all manner of actions,whether intentional or negligent, causes and causes of action, suits, debts, sums of money, accountreckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances,trespasses, damages, judgments, executions, claims, and demands, whatsoever, at law or in equity,and particularly, in regard to any and all claims relating to the TruPS and any and alltransactions in relation thereto other than the transaction entered into pursuant to this Agreementor the Purchase Agreement (including, without limitation, any guaranties of the same and withoutlimitation any claim to dividends deferred and not paid under the TruPS), which Investor orInvestor’s personal representatives, successors, assigns, and agents ever had, now have, or mayhave in the future, for, upon or by reason of any matter, cause, or thing, whatsoever relating tothe TruPS and any transactions in relation thereto other than the transaction entered into pursuantto this Agreement or the Purchase Agreement (including without limitation any guaranties of thesame and without limitation any claim to dividends deferred and not paid under the TruPS).     14. Specific Performance. Notwithstanding anything to the contrary contained herein,if any party to this Agreement fails to fulfill any of its obligations pursuant to this Agreement,or if
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any of the covenants or representations set forth in this Agreement are not true and correctpursuant to the terms of this Agreement, each party hereto agrees that the other party would sufferirreparable harm from any such breach. In the event of an alleged or threatened breach by any partyof any of the provisions of this Agreement, the aggrieved party may, in addition to all otherrights and remedies existing in its favor, apply to any court of competent jurisdiction forspecific performance and/or injunctive relief in order to enforce or prevent any violations of theprovisions of this Agreement.     15. Miscellaneous.          15.1 Notices.           All notices, demands or requests provided for or permitted to be given pursuant to thisAgreement must be in writing and shall be delivered or sent, with the copies indicated, by personaldelivery, telecopy (with confirmation and additional copy sent by overnight delivery service) orovernight delivery service (by a reputable international carrier) to the parties as follows (or atsuch other address as a party may specify by notice given pursuant to this Section):         To Investors: as set forth on the signature pages to thisAgreement  With a Copy to:      Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A.    4775 Munson Street NW    Canton, Ohio 44718    Attn: Randall C. Hunt    Fax: (330) 497-4020    Email: rchunt@kwgd.com
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       To Company: **PVF CAPITAL CORP.**    30000 Aurora Road    Solon, Ohio 44139    Attn: Chief Executive Officer    Fax: (440) 914-3916  With a copy to: Kilpatrick Stockton LLP    607 14th Street, NW    Suite 900    Washington, DC  20005    Attn: Joel E. Rappoport    Fax: (202) 508-5858    Email: jrappoport@kilpatrickstockton.comAll notices shall be deemed given and received one business day after their delivery to theaddresses for the respective party(ies), with the copies indicated, as provided in this Section15.1.          15.2 Entire Agreement.           This Agreement, the documents which are Exhibits to this Agreement and any othercontemporaneous written agreements entered into by the parties contain the sole and entire bindingagreement among and representations made by the parties to each other and supersede any and allother prior written or oral agreements and representations among them.          15.3 Amendment.           No amendment or modification of this Agreement shall be valid unless, in writing, and dulyexecuted by the parties affected by the amendment or modification.
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          15.4 Binding Effect.           This Agreement shall be binding upon and inure to the benefit of the parties and theirrespective representatives, heirs, successors and permitted assigns.          15.5 Waiver.           Waiver by any party of any breach of any provision of this Agreement shall not be consideredas or constitute a continuing waiver or a waiver of any other breach of the same or any otherprovision of this Agreement.          15.6 Captions.           The captions contained in this Agreement are inserted only as a matter of convenience orreference and in no way define, limit, extend or describe the scope of this Agreement or the intentof any of its provisions.          15.7 Construction.           In the construction of this Agreement, whether or not so expressed, words used in the singularor in the plural, respectively, include both the plural and the singular and the masculine,feminine and neuter genders include all other genders. Since all parties have engaged in thedrafting of this Agreement, no presumption of construction against any party shall apply.          15.8 Sections.           All references contained in this Agreement to Sections shall be deemed to be references toSections of and Exhibits attached to this Agreement, except to the extent that any such referencespecifically refers to another document. All references to Sections shall be deemed to also referto all subsections of such Sections, if any.
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          15.9 Severability.           In the event that any portion of this Agreement is illegal or unenforceable, it shall affectno other provisions of this Agreement, and the remainder of this Agreement shall be valid andenforceable in accordance with its terms.          15.10 Absence of Third-Party Beneficiaries.           Nothing in this Agreement, express or implied, is intended to (a) confer upon any person orentity other than the parties to this Agreement, any rights or remedies under or by reason of thisAgreement as a third-party beneficiary or otherwise; or (b) authorize anyone not a party to thisAgreement to maintain an action or institute an arbitration proceeding pursuant to or based uponthis Agreement.          15.11 Business Day.           As used in this Agreement, the term “business day” means any day other than a Saturday, Sundayor legal or bank holiday in the City of New York, NY (the “City”). If any time period set forth inthis Agreement expires on other than a business day in the City, such period shall be extended toand through the next succeeding business day in the City.          15.12 Assignment.           Neither this Agreement nor any rights under this Agreement may be assigned by any partywithout the written consent of all other parties.          15.13 Other Documents.           The parties shall take all such actions and execute all such documents which may be necessaryto carry out the purposes of this Agreement, whether or not specifically provided for in thisAgreement.
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          15.14 Governing Law.           This Agreement and the interpretation of its terms shall be governed by the laws of the Stateof Ohio, without application of conflicts of law principles.          15.15 Attorneys Fees.           Company shall pay the fees and expenses of the Investors’ legal counsel up to the sum ofThirty-Five Thousand Dollars ($35,000.00), and Company shall pay its attorneys’ fees and expensesfor the negotiation and preparation of this Agreement, the Exhibits and the other agreementscontemplated by this Agreement.          15.16 Public Disclosure.           No party to this Agreement shall make any public disclosure or publicity release pertaining tothe existence of the subject matter contained in this Agreement without notifying and consultingwith the other parties and upon approval of a joint press release; provided, however, thatnotwithstanding the foregoing, each party shall be permitted, after notice to the other parties, tomake such disclosures to the public or to governmental agencies as its counsel shall deem necessaryto maintain compliance with, and to prevent violation of, applicable laws, federal, state andlocal, domestic and foreign, including federal and state securities laws.          15.17 Counterparts.           This Agreement may be executed and delivered in two or more counterparts, each of which shallbe deemed to be an original and all of which, taken together, shall be deemed to be one agreement.[The Remainder of the Page is Intentionally Left Blank]
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The parties have executed this Agreement as of the date set forth above.      **PVF CAPITAL CORP.,**