Exhibit
        10.10

       

      INVESTMENT
        MANAGEMENT TRUST AGREEMENT

       

      This
        Agreement is made as of ____________, 2005 by and among Highbury Financial
        Inc. (the “Company”), ThinkEquity Partners LLC, EarlyBirdCapital, Inc.
        (collectively, the “Underwriters”)
and
        Continental
        Stock Transfer & Trust Company (“Trustee”).

       

      WHEREAS,
        the Company’s Registration Statement on Form S-1, No. 333-127272 (“Registration
        Statement”), for its initial public offering of securities (“IPO”) has been
        declared effective as of the date hereof by the Securities and Exchange
        Commission (“Effective Date”); and

       

      WHEREAS,
        the Underwriters are acting as the underwriters in the IPO;
        and

       

      WHEREAS,
        as described in the Company’s Registration Statement, and in accordance with the
        Company’s Restated Certificate of Incorporation, $32,080,000 of the gross
        proceeds of the IPO ($37,156,000 if the underwriters’ over-allotment option is
        exercised in full) will be delivered to the Trustee to be deposited and held
        in
        a trust account for the benefit of the Company, the Underwriters and the
        holders
        of the Company’s common stock, par value $.0001 per share, issued in the IPO as
        hereinafter provided and in the event the Units are registered in Colorado,
        pursuant to Section 11-51-302(6) of the Colorado Revised Statutes. A copy
        of the
        Colorado Statute is attached hereto and made a part hereof (the amount to
        be
        delivered to the Trustee will be referred to herein as the “Property,” the
        stockholders for whose benefit the Trustee shall hold the Property will be
        referred to as the “Public Stockholders,” and the Public Stockholders, the
        Company and the Underwriters will be referred to together as the
“Beneficiaries”); and

       

      WHEREAS,
        the Company, the Underwriters and the Trustee desire to enter into
        this
        Agreement to set forth the terms and conditions pursuant to which the Trustee
        shall hold the Property.

       

      IT
        IS
        AGREED: 

       

      1. Agreements
        and Covenants of Trustee.
        The
        Trustee hereby agrees and covenants to: 

       

      (a) Hold
        the
        Property in trust for the Beneficiaries in accordance with the terms of this
        Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
        in a segregated trust account (“Trust Account”) established by the Trustee at a
        branch of JPMorgan Chase NY Bank selected by the Trustee;

       

      (b) Manage,
        supervise and administer the Trust Account subject to the terms and conditions
        set forth herein;

       

      (c) In
        a
        timely manner, upon the instruction of the Company, invest and reinvest the
        Property in money market funds meeting the conditions of the Investment Company
        Act of 1940 or in any “Government Security.” As used herein, Government Security
        means any security issued or guaranteed by the United States;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (d) Collect
        and receive, when due, all principal and income arising from the Property,
        which
        shall become part of the “Property,” as such term is used herein;

       

      (e) Notify
        the Company and the Underwriters of all communications received by it with
        respect to any Property requiring action by the Company;

       

      (f) Supply
        any necessary information or documents as may be requested by the Company
        in
        connection with the Company’s preparation of the tax returns for the Trust
        Account;

       

      (g) Participate
        in any plan or proceeding for protecting or enforcing any right or interest
        arising from the Property if, as and when instructed by the Company or the
        Underwriters to do so;

       

      (h) Render
        to
        the Company and to the Underwriters, and to such other person as the Company
        may
        instruct in writing, monthly written statements of the activities of and
        amounts
        in the Trust Account reflecting all receipts and disbursements of the Trust
        Account;

       

      (i) If
        there
        is any income tax obligation relating to the income of the Property in the
        Trust
        Account, at the written instruction of the Company, issue a check directly
        to
        the taxing authorities designated by the Company, out of the Property in
        the
        Trust Account, in the amount indicated by the Company as owing to each such
        taxing authority; and

       

      (j) Commence
        liquidation of the Trust Account only after receipt of and only in accordance
        with the terms of a letter (“Termination Letter”), in a form substantially
        similar to that attached hereto as either Exhibit A or Exhibit B, signed
        on
        behalf of the Company by its President or Chairman of the Board and Secretary,
        and on behalf of the Underwriters by an authorized representative of ThinkEquity
        Partners LLC and complete the liquidation of the Trust Account and distribute
        the Property in the Trust Account only as directed in the Termination Letter
        and
        the other documents referred to therein provided, however, that in the event
        that a Termination Letter has not been received by _______, 2007 (or the
        date
        that is the sixth month anniversary of such date, in the event that (i) a
        letter
        of intent, agreement in principle or definitive agreement has been executed
        prior to such date in connection with a Business Combination (as defined
        in the
        Termination Letter attached hereto as Exhibit A) that has not been consummated
        by ______, 2007 and (ii) the Company has complied with Section 2(d) hereof
        prior
        to such date), the Trust Account shall be liquidated in accordance with the
        procedures set forth in the Termination Letter attached as Exhibit B to the
        stockholders of record on the record date; provided, further, that the record
        date shall be within ten (10) days of _______, 2007 (or the date that is
        the
        sixth month anniversary of such date, in the event that (i) a letter of intent,
        agreement in principle or definitive agreement has been executed prior to
        such
        date in connection with a Business Combination that has not been consummated
        by
        _______, 2007 and (ii) the Company has complied with Section 2(d) hereof
        prior
        to such date), or as soon thereafter as is practicable. In all cases, the
        Trustee shall provide the Underwriters with a copy of any Termination Letters
        and/or any other correspondence that it receives with respect to any proposed
        withdrawal from the Trust Account promptly after it receives same.

       

      2. Agreements
        and Covenants of the Company.
        The
        Company hereby agrees and covenants to: 

       

      (a) Give
        all
        instructions to the Trustee hereunder in writing, signed by the Company’s
        President, Chairman of the Board or Secretary. In addition, except with respect
        to its duties under paragraph 1(j) above, the Trustee shall be entitled to
        rely
        on, and shall be protected in relying on, any verbal or telephonic advice
        or
        instruction which it in good faith believes to be given by any one of the
        persons authorized above to give written instructions, provided that the
        Company
        shall promptly confirm such instructions in writing;

       

      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

         

      

      (b) Hold
        the
        Trustee harmless and indemnify the Trustee from and against, any and all
        expenses, including reasonable counsel fees and disbursements, or loss suffered
        by the Trustee in connection with any action, suit or other proceeding brought
        against the Trustee involving any claim, or in connection with any claim
        or
        demand which in any way arises out of or relates to this Agreement, the services
        of the Trustee hereunder, or the Property or any income earned from investment
        of the Property, except for expenses and losses resulting from the Trustee’s
        gross negligence or willful misconduct. Promptly after the receipt by the
        Trustee of notice of demand or claim or the commencement of any action, suit
        or
        proceeding, pursuant to which the Trustee intends to seek indemnification
        under
        this paragraph, it shall notify the Company in writing of such claim
        (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
        right to conduct and manage the defense against such Indemnified Claim,
        provided, that the Trustee shall obtain the consent of the Company with respect
        to the selection of counsel, which consent shall not be unreasonably withheld.
        The Company may participate in such action with its own counsel;

       

      (c) Pay
        the
        Trustee an initial acceptance fee of $1,000 and a monthly fee of $300 (it
        being
        expressly understood that the Property shall not be used to pay such fee).
        The
        Company shall pay the Trustee the initial acceptance fee and the fee for
        the
        first twelve months at the consummation of the IPO and thereafter on the
        anniversary of the Effective Date. The Trustee shall refund to the Company
        the
        fee (on a pro rata basis) with respect to any period after the liquidation
        of
        the Trust Fund. The Company shall not be responsible for any other fees or
        charges of the Trustee except as may be provided in paragraph 2(b) hereof
        (it
        being expressly understood that the Property shall not be used to make any
        payments to the Trustee under such paragraph);

       

      (d) Provide
        to the Trustee any letter of intent, agreement in principle or definitive
        agreement that is executed prior to _________, 2007 in connection with a
        Business Combination, together with a certified copy of a unanimous resolution
        of the Board of Directors of the Company affirming that such letter of intent,
        agreement in principle or definitive agreement is in effect; and

       

      (e) In
        connection with the vote of the Company’s stockholders regarding a Business
        Combination, provide to the Trustee an affidavit or certificate of a firm
        regularly engaged in the business of soliciting proxies and tabulating
        stockholder votes (which firm may be the Trustee) verifying the vote of the
        Company’s stockholders regarding such Business Combination.

       

      3. Limitations
        of Liability.
        The
        Trustee shall have no responsibility or liability to: 

       

      (a) Take
        any
        action with respect to the Property, other than as directed in paragraph
        1
        hereof and the Trustee shall have no liability to any party except for liability
        arising out of its own gross negligence or willful misconduct;

       

      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

         

      

      (b) Institute
        any proceeding for the collection of any principal and income arising from,
        or
        institute, appear in or defend any proceeding of any kind with respect to,
        any
        of the Property unless and until it shall have received instructions from
        the
        Company given as provided herein to do so and the Company shall have advanced
        or
        guaranteed to it funds sufficient to pay any expenses incident
        thereto;

       

      (c) Change
        the investment of any Property, other than in compliance with paragraph
        1(c);

       

      (d) Refund
        any depreciation in principal of any Property;

       

      (e) Assume
        that the authority of any person designated by the Company to give instructions
        hereunder shall not be continuing unless provided otherwise in such designation,
        or unless the Company shall have delivered a written revocation of such
        authority to the Trustee;

       

      (f) The
        other
        parties hereto or to anyone else for any action taken or omitted by it, or
        any
        action suffered by it to be taken or omitted, in good faith and in the exercise
        of its own best judgment, except for its gross negligence or willful misconduct.
        The Trustee may rely conclusively and shall be protected in acting upon any
        order, notice, demand, certificate, opinion or advice of counsel (including
        counsel chosen by the Trustee), statement, instrument, report or other paper
        or
        document (not only as to its due execution and the validity and effectiveness
        of
        its provisions, but also as to the truth and acceptability of any information
        therein contained) which is believed by the Trustee, in good faith, to be
        genuine and to be signed or presented by the proper person or persons. The
        Trustee shall not be bound by any notice or demand, or any waiver, modification,
        termination or rescission of this agreement or any of the terms hereof, unless
        evidenced by a written instrument delivered to the Trustee signed by the
        proper
        party or parties and, if the duties or rights of the Trustee are affected,
        unless it shall give its prior written consent thereto;

       

      (g) Verify
        the correctness of the information set forth in the Registration Statement
        or to
        confirm or assure that any acquisition made by the Company or any other action
        taken by it is as contemplated by the Registration Statement; and

       

      (h) Pay
        any
        taxes on behalf of the Trust Account (it being expressly understood that,
        as set
        forth in Section 1(i), if there is any income tax obligation relating to
        the
        income of the Property in the Trust Account, then, at the written instruction
        of
        the Company, the Trustee shall issue a check directly to the taxing authorities
        designated by the Company, out of the Property in the Trust Account, in the
        amount indicated by the Company as owing to each such taxing
        authority).

       

      4. Termination.
        This
        Agreement shall terminate as follows: 

       

      (a) If
        the
        Trustee gives written notice to the Company and the Underwriters that it
        desires
        to resign under this Agreement, the Company and the Underwriters shall
        use their reasonable efforts to locate a successor trustee. At such
        time
        that the Company and the Underwriters notify the Trustee that a successor
        trustee has been appointed by the Company and has agreed to become subject
        to
        the terms of this Agreement, the Trustee shall transfer the management of
        the
        Trust Account to the successor trustee, including but not limited to the
        transfer of copies of the reports and statements relating to the Trust Account,
        whereupon this Agreement shall terminate; provided, however, that, in the
        event
        that the Company and the Underwriters do not locate a successor trustee within
        ninety days of receipt of the resignation notice from the Trustee, the Trustee
        may submit an application to have the Property deposited with the United
        States
        District Court for the Southern District of New York and upon such deposit,
        the
        Trustee shall be immune from any liability whatsoever;

       

      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

         

      

      (b) At
        such
        time that the Trustee has completed the liquidation of the Trust Account
        in
        accordance with the provisions of paragraph 1(j) hereof, and distributed
        the
        Property in accordance with the provisions of the Termination Letter, this
        Agreement shall terminate except with respect to Paragraph 2(b); or

       

      (c) On
        such
        date after                          ,
        2007
        when the Trustee deposits the Property with the United States District Court
        for
        the Southern District of New York in the event that, prior to such date,
        the
        Trustee has not received a Termination Letter from the Company and the
        Underwriters pursuant to paragraph 1(j).

       

      5. Miscellaneous.

       

      (a) The
        Company, the Underwriters and the Trustee each acknowledge that the
        Trustee
        will follow the security procedures set forth below with respect to funds
        transferred from the Trust Account. Upon receipt of written instructions,
        the
        Trustee will confirm such instructions with an Authorized Individual at an
        Authorized Telephone Number listed on the attached Exhibit C. The Company,
        the
        Underwriters and the Trustee will each restrict access to confidential
        information relating to such security procedures to authorized persons. Each
        party must notify the other parties immediately if it has reason to believe
        unauthorized persons may have obtained access to such information, or of
        any
        change in its authorized personnel. In executing funds transfers, the Trustee
        will rely upon account numbers or other identifying numbers of a beneficiary,
        beneficiary’s bank or intermediary bank, rather than names. The Trustee shall
        not be liable for any loss, liability or expense resulting from any error
        in an
        account number or other identifying number, provided it has accurately
        transmitted the numbers provided.

       

      (b) This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        laws of the State of New York, without giving effect to conflict of laws.
        It may
        be executed in several counterparts, each one of which shall constitute an
        original, and together shall constitute but one instrument.

       

      (c) This
        Agreement contains the entire agreement and understanding of the parties
        hereto
        with respect to the subject matter hereof. This Agreement or any provision
        hereof may only be changed, amended or modified by a writing signed by each
        of
        the parties hereto; provided that such action shall not materially adversely
        affect the interests of the Public Stockholders. Any other change, waiver,
        amendment or modification to this Agreement shall be subject to approval
        by a
        majority of the Public Stockholders. As to any claim, cross-claim or
        counterclaim in any way relating to this Agreement, each party waives the
        right
        to trial by jury.

       

      (d) The
        parties hereto consent to the jurisdiction and venue of any state or federal
        court located in the City of New York for purposes of resolving any disputes
        hereunder.

       

      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

        

         

      

      (e) Any
        notice, consent or request to be given in connection with any of the terms
        or
        provisions of this Agreement shall be in writing and shall be sent by express
        mail or similar private courier service, by certified mail (return receipt
        requested), by hand delivery or by facsimile transmission:

       

      If
        to the
        Trustee, to:

       

      Continental
        Stock Transfer

      &
        Trust Company

      17
        Battery Place

      New
        York,
        NY 10004

      Attn:
        Steven G. Nelson

      Fax
        No.:
        (212) 509-5150

       

      If
        to the
        Company, to:

       

      Highbury
        Financial Inc.

      999
        Eighteenth Street, Suite 3000

      Denver,
        CO 80202

      Attn:
        Richard S. Foote

      


      If
        to
        the Underwriters, to: 

       

      ThinkEquity
        Partners LLC

      31
        West
        52nd
        Street,
        17th
        Floor

      New
        York,
        NY 10019

      Attn:
        John Boyle

       

      in any
        case with a copy to:

       

      EarlyBirdCapital,
        Inc.

      275
        Madison Avenue, Suite 1203

      New
        York,
        NY 10016

      Attn:
        Steven Levine

       

      (f) This
        Agreement may not be assigned by the Trustee without the prior written consent
        of the Company and the Underwriters.

       

      (g) Each
        of
        the Trustee, the Underwriters and the Company hereby represents that
        it has
        the full right and power and has been duly authorized to enter into this
        Agreement and to perform its respective obligations as contemplated hereunder.
        The Trustee acknowledges and agrees that it shall not make any claims or
        proceed
        against the Trust Account, including by way of set-off, and shall not be
        entitled to any funds in the Trust Account under any circumstance.

       

      (h) The
        Trustee hereby waives any and all right, title, interest or claim of any
        kind
        ("Claim") in or to any distribution of the Trust Account, and hereby agrees
        not
        to seek recourse, reimbursement, payment or satisfaction for any Claim against
        the Trust Account for any reason whatsoever. 


      
        
          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      

       

      (i) The
        Trustee hereby consents to the inclusion of Continental Stock Transfer &
        Trust Company in the Registration Statement and other materials relating
        to the
        IPO. 

       

      
        
          
          

        

        
          - 7
            -

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have duly executed this Investment Management
        Trust
        Agreement as of the date first written above.

      
        	 	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	&
                TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:

	 	Title:
                


      

       

      
        
          	 	 	 
	 	HIGHBURY FINANCIAL INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
                  Richard S. Foote 
	 	Title:
                  President and Chief Executive
                  Officer


        

      

      
         

        
          	
                   

                	 	 
	 	THINKEQUITY
                  PARTNERS LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:

	 	Title:
                  


        

         

        
          
            	 	 	 
	 	EARLYBIRDCAPITAL, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:

	 	Title:
                    


          

        

        



      


      
        
          
          

        

        
          - 8
            -

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A

       

      [Letterhead
        of Company]

      [Insert
        date]

       

      Continental
        Stock Transfer

      &
        Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Steven Nelson

       

      Re:
        Trust
        Account No. Termination Letter

       

      Gentlemen:
        

       

      Pursuant
        to paragraph 1(j) of the Investment Management Trust Agreement between Highbury
        Financial Inc. (“Company”), ThinkEquity Partners LLC, and EarlyBirdCapital, Inc.
        and Continental Stock Transfer & Trust Company (“Trustee”), dated as of
                         ,
        2005
        (“Trust Agreement’), this is to advise you that the Company has entered into an
        agreement (“Business Agreement”) with                          
        (“Target
        Business”) to consummate a business combination with Target Business (“Business
        Combination”) on or about [insert date]. The Company shall notify you at least
        48 hours in advance of the actual date of the consummation of the Business
        Combination (“Consummation Date”).

       

      In
        accordance with the terms of the Trust Agreement, we hereby authorize you
        to
        commence liquidation of the Trust Account to the effect that, on the
        Consummation Date, all of the funds held in the Trust Account will be
        immediately available for transfer to the account or accounts that the Company
        shall direct on the Consummation Date.

       

      On
        the
        Consummation Date (i) counsel for the Company shall deliver to you written
        notification that (a) the Business Combination has been consummated and (b)
        if
        applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4 of the
        Colorado Statute have been met, and (ii) the Company shall deliver to you
        written instructions with respect to the transfer of the funds held in the
        Trust
        Account (“Instruction Letter”). You are hereby directed and authorized to
        transfer the funds held in the Trust Account immediately upon your receipt
        of
        the counsel’s letter and the Instruction Letter, in accordance with the terms of
        the Instruction Letter. In the event that certain deposits held in the Trust
        Account may not be liquidated by the Consummation Date without penalty, you
        will
        notify the Company of the same and the Company shall direct you as to whether
        such funds should remain in the Trust Account and distributed after the
        Consummation Date to the Company. Upon the distribution of all the funds
        in the
        Trust Account pursuant to the terms hereof, the Trust Agreement shall be
        terminated.

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

         

      

      In
        the
        event that the Business Combination is not consummated on the Consummation
        Date
        described in the notice thereof and we have not notified you on or before
        the
        original Consummation Data of a new Consummation Date, then the funds held
        in
        the Trust Account shall be reinvested as provided in the Trust Agreement
        on the
        business day immediately following the Consummation Date as set forth in
        the
        notice.

      
        
          	 	 	 
	 	Very truly yours,
	 	 
	 	HIGHBURY FINANCIAL INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

      

       

      
        	 	 	 
	 	THINKEQUITY
                PARTNERS LLC, as representative of the Underwriters
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	 


      

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        B

       

      (Letterhead
        of Company)

      (Insert
        date)

       

      Continental
        Stock Transfer

      &
        Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Steven Nelson

       

      Re:
        Trust
        Account No. Termination Letter

       

      Gentlemen:
        

       

      Pursuant
        to paragraph 1(j) of the Investment Management Trust Agreement between Highbury
        Financial Inc. (“Company”), ThinkEquity Partners LLC, EarlyBirdCapital, Inc. and
        Continental Stock Transfer & Trust Company (“Trustee”), dated as of
                   ,
        2005 (“Trust
        Agreement”), this is to advise you that the Board of Directors of the Company
        has voted to dissolve and liquidate the Trust Account. Attached hereto is
        a copy
        of the minutes of the meeting of the Board of Directors of the Company relating
        thereto, certified by the Secretary of the Company as true and correct and
        in
        full force and effect.

       

      In
        accordance with the terms of the Trust Agreement, we hereby (a) certify to
        you
        that, if applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4
        of
        the Colorado Statute have been met and (b) authorize you, to commence
        liquidation of the Trust Account. You will notify the Company and JPMorgan
        Chase
        NY Bank (“Designated Paying Agent”) in writing as to when all of the funds in
        the Trust Account will be available for immediate transfer (“Transfer Date”).
        The Designated Paying Agent shall thereafter notify you as to the account
        or
        accounts of the Designated Paying Agent that the funds in the Trust Account
        should be transferred to on the Transfer Date so that the Designated Paying
        Agent may commence distribution of such funds in accordance with the Company’s
        instructions. You shall have no obligation to oversee the Designated Paying
        Agent’s distribution of the funds. Upon the payment to the Designated Paying
        Agent of all the funds in the Trust Account, the Trust Agreement shall be
        terminated.

      
        
          
            	 	 	 
	 	Very truly yours,
	 	 
	 	HIGHBURY FINANCIAL INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                    

                  
	 	 


          

        

         

        
          
            	 	 	 
	 	THINKEQUITY
                    PARTNERS LLC, as representative of the Underwriters
	 
 	 
 	 
 
	 	By:  	 
	 	
                    

                  
	 	 


          

           

        

      

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        C

       

      
        	
                AUTHORIZED
                  INDIVIDUAL(S) FOR TELEPHONE CALL BACK

              	 	
                AUTHORIZED
                  TELEPHONE NUMBER(S)

              
	 	 	 
	
                Company:

              	 	 
	 	 	 
	
                Highbury
                  Financial Inc.

                999
                  Eighteenth Street

                Denver,
                  CO 80202

                Attn:
                  Richard S. Foote or R. Bradley Forth

              	 	
                303-357-4802

              
	 	 	 
	
                Trustee:
                  

              	 	 
	 	 	 
	
                Continental
                  Stock Transfer

                &
                  Trust Company

                17
                  Battery Place

                New
                  York, New York 10004

                Attn:
                  Steven G. Nelson, Chairman

              	 	
                [Telephone]

              
	 	 	 
	Underwriters:	 	
              
	 	 	 
	
                THINKEQUITY
                  PARTNERS LLC

                As
                  representative of the Underwriters

                31
                  West 52nd Street, 17th Floor

                New
                  York, New York 10019

                Attn:
                  John Boyle, Managing Director

              	 	
                [Telephone]

              


      

      


      


      
        
          
          

        

        
          C-1