_/s/ Clifford A. Teller____________________________
Name: Clifford A. Teller
Title: Executive Managing Director, Investment Banking
Address for Notice:
405 Lexington Avenue
New York, NY 10174
Facsimile: (212) 895-3783
Attention: Clifford A. Teller
Copy to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Facsimile: (212) 370-7889
Attention: Barry I. Grossman
39
SCHEDULE I
Schedule of Underwriters
Underwriters Closing Shares Series 1 Closing Warrants Series 2 Closing Warrants
Series 1 Closing Warrants Closing Purchase Price
Total
EXHIBIT A
FORM OF LOCK-UP AGREEMENT
[attached hereto]
EXHIBIT B
FORM OF WARRANT AGREEMENT
[attached hereto]
2
EXHIBIT C
OFFICER'S CERTIFICATE
[attached hereto]
3
EXHIBIT D
SECRETARY'S CERTIFICATE
[attached hereto]
4