In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
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Question: Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SERVICES OUTSOURCING AGREEMENT

Between

CCA INDUSTRIES, INC. (Company)

And

EMERSON HEALTHCARE, LLC (Contractor)

DATED AS OF January 20, 2014





CONFIDENTIAL TREATMENT REQUESTED

This Services Outsourcing Agreement (this Agreement) is made as of January 20, 2014 (Date), between CCA Industries, Inc. (Company), and Emerson HealthCare, LLC, a Pennsylvania limited liability company (Contractor).

RECITALS

WHEREAS, the Company will own, develop, manufacture or have manufactured, market and sell the products set forth on Exhibit A attached hereto, as the same may be amended from time to time in accordance with the terms hereof (the Products), and desires to outsource certain logistical and administrative services with respect to the Products; and

WHEREAS, the Company desires to engage Contractor to provide certain logistical and administrative services with respect to the Products and Contractor is willing to provide such services in connection therewith, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Contractor agree as follows:

ARTICLE I

GENERAL TERMS

1.01 Certain Defined Terms. For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below.

(a) Accounts Receivable shall mean all accounts receivable, notes receivable and other indebtedness due and owed by any Customer and arising or held in connection with the sale of any of the Products.

(b) Agreement shall mean this Agreement, including all Exhibits attached hereto, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.

(c) Claim shall have the meaning set forth in Section 7.01.

(d) Company shall have the meaning set forth in the Preamble to this Agreement.

(e) Confidential Information shall have the meaning set forth in Section 5.04.

(f) Contractor shall have the meaning set forth in the Preamble to this Agreement.

(g) Customer means any current or prospective customer of the Company with respect to the Products.

(h) Disclosing Party shall have the meaning set forth in Section 5.04.

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CONFIDENTIAL TREATMENT REQUESTED

(i) Effective Date shall have the meaning set forth in Section 2.01.

(j) Files and Work Papers shall have the meaning set forth in Section 5.05.

(k) Force Majeure Event shall have the meaning set forth in Section 8.03.

(l) Governmental Authority' means any supranational, national, federal, provincial, state or local judicial, legislative, executive or regulatory authority, body or instrumentality.

(m) Gross Invoiced Sales means the gross selling price (before the application of any non-cash discounts, rebates, credits, allowances or similar deductions or adjustments) less any cash discounts, of all Products that are invoiced to and paid by Customers.

(n) Intellectual Property means all intellectual property rights, including all rights in patents, patent applications, formulae, trademarks, trademark applications, trade names, confidential information, trade secrets, inventions, copyright, industrial designs and know-how.

(o) Notice Period shall mean the period between the termination date of this Agreement and the date that is six (6) months after the date on which the Company provides Contractor with written notice of its election to terminate this Agreement.

(p) OHL means Ozbum-Hessey Logistics, LLC and its Affiliates.

(q) Person means an individual, a limited liability company, a joint venture, a corporation, a partnership, an association, a trust, a division or an operating group of any of the foregoing or any other entity or organization.

(r) Products shall have the meaning set forth in the Recitals to this Agreement.

(s) Receiving Party shall have the meaning set forth in Section 5.04.

(t) Sales Representation Agreement means the sales representation agreement, dated as of the date hereof, between Company and Contractor.

(u) Service Fees shall have the meaning set forth in Section 4.01.

(v) Services means any of the services to be provided by or on behalf of Contractor to the Company under this Agreement and set forth on Exhibit B.

(w) Term shall have the meaning set forth in Section 2.01.

(x) Termination Fee shall mean an amount equal to the average Service Fees per day over the 180 day period immediately preceding the date written notice of termination is provided pursuant to Section 8.01(d) and (e) multiplied by number of days by which the Notice Period will be less than 180.

(y) Territory means the United States, excluding its territories and possessions.

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CONFIDENTIAL TREATMENT REQUESTED

1.02 Interpretation. The words hereof, herein, hereto and hereunder and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms defined in the singular shall have a comparable meaning when used in the plural and vice versa. The term including shall mean including, without limitation. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be to an Article or a Section of, or an Exhibit to, this Agreement unless otherwise indicated.

ARTICLE I1

TERM: EFFECTIVE DATE

2.01 Term. This agreement shall commence on January 20, 2014 (the Effective Date) and shall continue in effect for six (6) months (the Initial Term). This agreement shall automatically renew for successive six (6) month periods unless written notice is provided of either party's intent not to renew at least six (6) months before the end of the then-current term.

2.02 Effective Date. This Agreement shall have no force or effect unless and until the Effective Date. If the Effective Date does not occur, then this Agreement shall be void ab initio and shall have no force or effect.

ARTICLE III

OBLIGATIONS OF CONTRACTOR

3.01 Contractor Services. Contractor shall perform during the Term of this Agreement the Services set forth on Exhibit B in respect of the Products in the Territory.

3.02 Meetings. Contractor shall meet with the Company on at least a monthly basis, or more often to the extent reasonably requested by the Company, to review historical sales results by Product SKU, forward-looking sales forecasts by Product SKU, current inventories of the Products on hand, production scheduled and to be scheduled of the Products, and any other matters as the parties shall determine. Such meetings shall take place at the offices of the Company (or, at the election of the Company, by video or telephone conference) no later than the fifteenth (15th) day of each calendar month during the Term of this Agreement or at such other time as the parties shall mutually agree.

3.03 Access. From time to time during the Term of this Agreement, upon reasonable advance notice, Contractor shall permit the Company and its agents, representatives, auditors and designees to visit, inspect and have full access, during normal business hours, to properties, assets, books, records, agreements, documents, data, files and personnel of Contractor.

3.04 Ownership of Accounts Receivable & Inventory. Contractor acknowledges and agrees that it is acting solely as a collection agent on behalf of the Company with respect to all Accounts

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CONFIDENTIAL TREATMENT REQUESTED

Receivable collected from Customers, and such Accounts Receivable and the proceeds therefrom are and shall remain at all times property of the Company. Contractor further acknowledges and agrees that it has no ownership interest whatsoever in any of the Company's Inventory.

ARTICLE IV

PAYMENT

4.01 Service Fees. In consideration of providing the Services set forth in Exhibit B, the Company agrees to pay to Contractor [ ** ] percent ([ *∗ ]%]) of Company's Gross Invoiced Sales (the Service Fees). Company agrees to have Fesnak & Associates, LLP pay the Service Fees directly to Contractor. Service Fees shall be paid to Contractor within five (5) days after the end of each month.

4.02 Remittance. Contractor shall deposit into bank accounts designated by the Company an amount equal to the following: all amounts received from any Customer that are related to Accounts Receivable, less each of the following that is applicable to any such Accounts Receivable (and has not already been applied to reduce any Accounts Receivable): (i) Service Fees, (ii) commissions pursuant to the Sales Representation Agreement, (iii) returns, (iv) quantity and cash discounts, (v) trade allowances or markdowns granted on account of unsalable or discontinued Products, (vi) all sales or use taxes, tariffs, duties or similar charges of any Governmental Authority paid by or for the benefit of the Company, (vii) freight, warehousing (storage and labor) and other charges associated with the distribution of the Products using Contractor's warehouse, logistics terminal and shipping facility (see Exhibit C), (viii) the Company's pro rata portion of product liability insurance (approximately $800 per million dollars of sales) purchased by the Contractor in connection with performance of the Services, and (ix) any other deductions, rebates, credits, allowances or adjustments, in each case, which has been specifically identified by such Customer as being applicable to any such Accounts Receivable. Contractor shall use its best efforts to deposit the foregoing amounts within five (5) business days, following the receipt thereof.

4.03 Retention of Monies. During the Term of this agreement, and for a period of twenty four (24)months after Termination (the Withholding Period), Contractor may retain monies (collections in Accounts Receivable) against any reasonable anticipated deductions for product recalls, unsalables, rebates, allowances or any audits or other adjustments it deems necessary. The retention of monies shall only be to the extent that the reasonable anticipated deductions exceed the anticipated accounts receivables. At the end of the Withholding Period, Contractor shall remit to the Company the retained monies less any deductions charged by Customers against Company's Products. After the Withholding Period, Company will remain liable to Contractor for any additional audits, deductions, rebates, credits, allowances or other adjustments taken by the Customers against the Company's Products.

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CONFIDENTIAL TREATMENT REQUESTED

4.04 Expenses. Other than as specifically provided herein, each party shall be responsible for its own expenses incurred in connection with the performance of its obligations under this Agreement; provided, that the Company shall reimburse Contractor for reasonable documented out-of-pocket travel expenses associated with any meeting specifically requested by the Company and not otherwise contemplated by this Agreement.

ARTICLE V

ADDITIONAL AGREEMENTS

5.01 New Products. The Company may amend Exhibit A to add new products to the scope of this Agreement, including line extensions of the then-existing Products and new brands acquired by the Company that are sold into the same classes of trade as the then-existing Products.

5.02 Intellectual Property. All rights to either party's Intellectual Property, including all rights in patents, patent applications, formulae, trademarks, trademark applications, trade names, confidential information, trade secrets, inventions, copyright, industrial designs and know-how, (Intellectual Property) shall remain that party's absolute property during and after the Term of this Agreement. The Products and any Intellectual Property owned by the Company in connection therewith shall be the absolute property of the Company during and after the Term of this Agreement. Neither party shall apply for registration of any trademarks, trade names, or brand names of the other party and each party hereby renounces all rights that it may acquire to such trademarks, trade names or brand names according to law or customs because of this Agreement or because of its use of such trademarks, trade names, or brand names under this Agreement.

5.03 Grant of Sublicense. Solely to the extent necessary to enable Contractor to provide the Services in accordance with the terms herein, the Company hereby grants Contractor a royalty-free, non-exclusive sublicense, without the right to grant further sublicenses, under any and all applicable trademarks and other Intellectual Property owned or controlled by or licensed to the Company or any of its Affiliates to provide, during the Term of this Agreement, the Services in respect of the Products in the Territory. Nothing contained herein shall give Contractor any right to use any of the Company's Intellectual Property used in connection with the Products or trademarks or trade names that may appear on the labeling for the Products, except for providing the Services in accordance with the terms herein. Except as provided in this Section 5.03, Contractor shall not obtain any right, title or interest in any of the Company's Intellectual Property or trademark or any other trademark designation or trade name by virtue of this Agreement or Contractor's performance of its obligations hereunder.

5.04 Confidentiality. In performing its obligations under this Agreement, each party may receive information (the Receiving Party) of a confidential and proprietary nature regarding the other party, including information about such party's intellectual property and its operations, research,

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CONFIDENTIAL TREATMENT REQUESTED

marketing plans, strategies and customer lists (collectively, Confidential Information). The Receiving Party shall hold the other party's Confidential Information in strict confidence, shall not use such Confidential Information, except as permitted hereunder, and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party (the Disclosing Party). Each party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a commercially reasonable level of care. The Receiving Party shall ensure that its employees and agents are bound to the same obligations of confidentiality as the Receiving Party. Confidential Information shall not be deemed to include: (a) information which is known to the Receiving Party prior to the date of receipt and not obtained or derived in any manner related to this Agreement, (b) information which is or becomes part of the public domain through no fault of the Receiving Party, or (c) information which is obtained from a third party that lawfully possesses such Confidential Information and is under no obligation to keep such Confidential Information confidential. The Receiving Party may disclose Confidential Information of the Disclosing Party in response to a valid court order, law, rule, regulation or other governmental action, provided that the Disclosing Party is notified in writing prior to disclosure of such Confidential Information to permit the Disclosing Party to oppose such disclosure by appropriate legal action. Upon the termination or expiration of this Agreement or upon the earlier request of the Disclosing Party, the Receiving Party shall (i) promptly return to the Disclosing Party all Confidential Information, or (ii) upon written request by the Disclosing Party, destroy all Confidential Information and provide the Disclosing Party with written certification of such destruction. Upon the termination or expiration of this Agreement, the Receiving Party shall cease all further use of any Confidential Information, whether in tangible or intangible form.

5.05 Records Management. All paper or electronic records, files, documents, work papers and other information in any form, whether marked confidential or not, provided by the Company, its employees, agents or Affiliates or generated pursuant to this Agreement shall remain the exclusive property of the Company (collectively, Files and Work Papers). During the Term of this Agreement and for a reasonable transitional period thereafter, Contractor shall maintain adequate levels of information technology system redundancy, security and emergency back-up as the Company may reasonably require to protect the Files and Work Papers of the Company.

5.06 Vendors. Contractor shall retain Fesnak & Associates, LLP to provide accounting services in connection with Contractor's performance of the Services and shall not engage a different accountant to provide such services without the Company's prior written consent (not to be unreasonably withheld). Contractor and the Company are arranging for OHL to provide certain warehousing, shipping and other logistical services related to the Products, as mutually agreed by the parties, and Contractor shall not engage a different vendor with respect to such services without the Company's prior written consent (not to be unreasonably withheld).

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CONFIDENTIAL TREATMENT REQUESTED

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.01 Representations and Warranties of Contractor. As of the date hereof, Contractor hereby represents and Warrants to the Company that the execution and delivery of this Agreement, and the performance of Contractor's obligations hereunder, do not and will not conflict with, violate or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which Contractor is bound.

6.02 Representations and Warranties Company. As of the date hereof, the Company hereby represents and warrants to Contractor that the execution and delivery of this Agreement, and the performance of the Company's obligations hereunder, do not and will not conflict with, violate or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which the Company is bound.

ARTICLE VII

INDEMNIFICATION AND INSURANCE

7.01 Indemnification by the Company. The Company hereby agrees to indemnify and hold Contractor, including its Affiliates and its and their respective officers, directors, partners, members, employees and agents, harmless from and against any and all claims, actions, suits, losses, demands, damages, costs and expenses (including reasonable attorneys' fees) of every kind, nature, or description (each, a Claim) brought in connection with, arising out of or related to the Products or the Company's breach of its representations, warranties or covenants hereunder, except those Claims arising out of Contractor's or its Affiliates' fraud, willful misconduct, negligence or material breach of this Agreement or any other agreement with the Company.

7.02 Indemnification by Contractor. Contractor hereby agrees to indemnify and hold the Company, including its Affiliates and its and their respective officers, directors, partners, members, employees and agents, harmless from and against any and all Claims brought in connection with or arising out of or related to Contractor's or its Affiliates' fraud, willful misconduct, negligence or material breach of this Agreement.

7.03 Insurance. Company shall maintain Products Liability Insurance and in an amount satisfactory to Contractor, under which Contractor is named as an additional insured. All insurance coverages are to be placed with insurers which have a Best's rating of no less than A. Such insurance requirements shall be maintained during the Term and shall continue for a minimum of three years following termination of this Agreement. Failure to comply with the insurance requirements shall place Company in material breach of this Agreement.

ARTICLE VIII

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CONFIDENTIAL TREATMENT REQUESTED

TERMINATION

8.01 Termination. This Agreement shall be terminable as follows:

(a) In the event that a party hereto commits a material breach of any of the terms or conditions of this Agreement the other party may terminate this Agreement (i) if such breach may be cured, upon written notice if the breaching party fails to cure such breach within thirty (30) days after its receipt of written notice thereof, or (ii) if such breach is incapable of cure, upon written notice to the other party thereof (it being understood that any breach of Section 5.04 would be incapable of cure);

(b) Notwithstanding the provisions of Section 8.01, in the event that a party hereto fails to pay any amounts payable hereunder when due, the other party may terminate this Agreement (i) if such breach may be cured, upon written notice if the breaching party fails to cure such breach within three (3) business days after its receipt of written notice thereof; or, (ii) if such breach is incapable of cure, upon written notice to the other party thereof;

(c) In accordance with the provisions of Section 8.03; or,

(d) Either party hereto may terminate this Agreement after the Initial Period upon at least six (6) months' prior written notice to the other party thereof. The Company may terminate this Agreement in accordance with the immediately preceding sentence but with less than six (6) months' prior written notice to Contractor; provided, that in such event, the Company shall pay Contractor an amount equal to the Termination Fee.

8.02 Effect of Termination. Subject to Section 4.03, upon termination or expiration of this Agreement, other than with respect to any amounts then the subject of a good faith dispute, the Company shall pay to Contractor and Contractor shall pay to the Company all monies due in respect of the Services provided.

8.03 Force Majeure. If either party is prevented from or delayed in performing any of its obligations hereunder due to any cause which is beyond the nonperforming party's reasonable control, including, without limitation, fire, explosion, flood, or other acts of God; acts, regulations, or laws of any Governmental Authority; war or civil commotion; acts of terrorism, strike, lock-out or labor disturbances; or failure of public utilities or common carriers (a Force Majeure Event), such non-performing party shall not be liable for breach of this Agreement with respect to such non-performance or delay to the extent any such non-performance or delay is due to a Force Majeure Event; provided, that the non-performing party gives immediate written notice to the other party of the Force Majeure Event. If a Force Majeure Event asserted as the basis of a party's non-performance continues to prevent performance for more than one (1) month, the other party may terminate this Agreement by giving written notice to the nonperforming party before the non-performing party resumes performance. Notwithstanding anything contained in this Section 8.03,

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CONFIDENTIAL TREATMENT REQUESTED

such non-performing party shall exercise commercially reasonable efforts to eliminate the Force Majeure Event and to resume timely performance of its affected obligations as soon as practicable.

ARTICLE IX

MISCELLANEOUS

9.01 Relationship of the Parties. The relationship of the Company and Contractor established by this Agreement is that of independent contractors, and nothing contained herein shall be construed to (a) give either party any right or authority to create or assume any obligation or incur any expense of any kind on behalf of the other without the other party's prior written approval, or (b) constitute the parties as partners, joint venturers, co-owners, employer and employee or otherwise as participants in a joint or common undertaking.

9.02 Notices. All notices and other communications shall be in writing and shall be deemed to have been duly given when: (a) delivered personally, or (b) transmitted by facsimile (with receipt confirmed), or (c) if mailed, five (5) days after being deposited in the United States mail, postage prepaid, or by certified or registered mail, return receipt requested, postage prepaid, or (d) if sent by overnight courier for delivery on the next day, the day following deposit of the notice with Federal Express or another nationally recognized overnight courier service (billed to sender), to the parties at the following addresses:

If to Contractor: Emerson HealthCare, LLC Attention: Scott Emerson 407 East Lancaster Avenue Wayne, Pennsylvania 19087 Telephone: (610) 971-9600 Facsimile: (610) 971-9616 With a copy to: Steven L. Gershman, Esq. The Navy Yard Corporate Center One Crescent Drive Suite 400 Philadelphia, PA 19112 Telephone (215) 271-6102 Facsimile: (215) 218-2039 If to the Company: CCA Industries, Inc. Attention: Chief Executive Officer 200 Murray Hill Parkway East Rutherford, NJ 07073

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CONFIDENTIAL TREATMENT REQUESTED

Telephone (201) 935-3232 Facsimile: (201) 842-6049

With a copy to: CCA Industries, Inc. Attention: Chief Financial Officer 200 Murray Hill Parkway East Rutherford, NJ 07073 Telephone (201) 935-3232 Facsimile: (201) 842-6049   9.03 Failure to Exercise. The failure of either party to enforce at any time for any period any provision hereof shall not be construed to be a waiver of such provision or of the right of such party thereafter to enforce each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. Remedies provided herein are cumulative and not exclusive of any remedies provided at law.

9.04 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that, without such consent, (i) Company may make an assignment of this Agreement as collateral security in favor of its lenders, and (ii) the Company may assign this Agreement to a purchaser of all or substantially all of the assets of the Company's business related to the Products. Subject to the foregoing sentence, this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

9.05 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Company and Contractor, or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

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CONFIDENTIAL TREATMENT REQUESTED

9.06 Severability. Any term or provision of this Agreement that is deemed invalid or unenforceable in any jurisdiction shall, to the extent the economic benefits conferred by such Agreement to both parties remain substantially unimpaired, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

9.07 Governing Law. This Agreement shall be deemed to have been entered into in the State of New Jersey, and shall be construed and interpreted in accordance with the laws of that State applicable to agreements made and to be performed in the State of New Jersey. Any and all disputes, controversies and claims arising out of or relating to this Agreement, or with respect to the interpretation of this Agreement, or the rights or obligations of the parties and their successors and permitted assigns, whether by operation of law or otherwise, shall be settled and determined by arbitration in New Jersey pursuant to the then existing rules of the American Arbitration Association for commercial arbitration. The arbitrators shall have the power to award specific performance, rescission or injunctive relief in addition to damages or other monetary awards, but shall not have the power to modify, alter, enlarge upon or otherwise change any of the provisions or terms and conditions of this Agreement. The arbitration shall be final and binding upon the parties and judgment there on may be entered in the courts of the State of New Jersey and the United States federal courts in said State, and the parties hereby consent to the jurisdiction of such courts for such purposes. Service of any notice, process, motion or other document in connection with any arbitration proceeding, any arbitration award or any other action or proceeding, maybe by personal service or by certified or registered mail return receipt requested, addressed to the party intended at its address for the receipt of notices as herein set forth.

9.08 Headings. The headings used herein have been inserted for convenience only and shall not affect the interpretation of this Agreement.

9.09 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and together shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart.

9.10 Entire Agreement. NO VARIATIONS OR MODIFICATIONS OF THIS AGREEMENT SHALL BE DEEMED VALID UNLESS REDUCED TO WRITING AND SIGNED BY THE PARTIES HERETO. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO SUCH MATTERS, EXCEPT FOR ANY WRITTEN AGREEMENT OF THE PARTIES THAT EXPRESSLY PROVIDES THAT IT IS NOT SUPERSEDED BY THIS AGREEMENT. ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR WAIVED

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CONFIDENTIAL TREATMENT REQUESTED

IF, AND ONLY IF, SUCH AMENDMENT OR WAIVER IS IN WRITING AND SIGNED (I) IN THE CASE OF AN AMENDMENT, BY THE COMPANY AND CONTRACTOR AND (II) IN THE CASE OF A WAIVER, BY THE PARTY AGAINST WHOM THE WAIVER IS TO BE EFFECTIVE.

9.11 Survival. Sections 5.02, 5.04, 5.05 and 8.02, and Articles Article IV, Article VII and Article IX shall survive the expiration or termination of this Agreement in accordance with the respective terms thereof.

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

EMERSON HEALTHCATE, LLC Contractor

By: /s/s Scott Emerson Scott Emerson

and

CCA INDUSTRIES, INC. Company

By: /s/ Richard Kornhauser Richard Kornhauser, President & CEO

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CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT A TO SERVICES OUTSOURCING AGREEMENT

List of Products:

List to be furnished by CCA

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CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT B TO SERVICES OUTSOURCING AGREEMENT

SEE-ATTACHED FLOW CHARTS



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CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT C - LOGISTIC EXPENSES

• Outbound freight costs - average out to be approximately [ ** ] cents per lb.

• Warehouse labor [ ** ] cents per case.

• There is no charge for unloading and putting away inbound product as long as product arrives on standardized configured pallets. The labor charge only occurs when the product is shipped outbound to customers/retailers.

• Storage cost of [ ** ] cents per month per case - First [ ** ] days for each case no charge - If case sits longer than [ *∗ ] days the monthly charge applies going forward.

• For International Sales the above warehouse labor and storage costs apply. There will be no Service Fee paid for international sales, but Company understands that Contractor will not be performing any services. It is assumed buyer will be paying for freight for International Sales.

15 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Answer: 19829


Question: ALAMOGORDO FINANCIAL CORPORATION                                 1,101,643 Shares

                                  COMMON STOCK                            (Par Value $.0l Per Share)

                       Subscription Price $10.00 Per Share

                                AGENCY AGREEMENT

                              ___________ __, 2000

Charles Webb & Company, a Division of Keefe, Bruyette & Woods, Inc. 211 Bradenton Avenue Dublin, Ohio 43017

Ladies and Gentlemen:

         Alamogordo   Financial   Corporation,   a  federal   corporation   (the Company), AF Mutual Holding Company (the MHC) and Alamogordo Federal Savings and Loan Association,  a federally  chartered stock savings and loan association (the  Bank)  with its  deposit  accounts  insured by the  Savings  Association Insurance  Fund  (SAIF)   administered  by  the  Federal   Deposit   Insurance Corporation  (FDIC),  hereby confirm,  jointly and severally,  their agreement with Charles Webb & Company,  a Division of Keefe,  Bruyette & Woods,  Inc. (the Agent), as follows:

         Section 1. The  Offering.  In accordance  with the Stock  Issuance Plan adopted by its Board of Directors (the Plan),  the Company will offer and sell up to  1,101,643  shares of its common  stock,  par  value,  $.01 per share (the Shares or Common  Stock),  in a  subscription  offering  (the  Subscription Offering) to (1) depositors of the Bank with account balances of $50.00 or more as of September 30, 1998 (Eligible  Account  Holders),  (2) the Employee Stock Ownership Plan of the Bank (the ESOP), (3) depositors of the Bank with account balances  of $50.00 or more as of  December  31,  1999  (Supplemental  Eligible Account Holders), and (4) employees, officers and directors of the Bank. To the extent  Shares  remain  unsold in the  Subscription  Offering,  the  Company  is offering for sale in a community  offering  (the  Community  Offering and when referred to together  with the  Subscription  Offering,  the  Subscription  and Community  Offering)  the  Shares  not  so  subscribed  for or  ordered  in the Subscription Offering to members of the general public, with preference given to natural persons residing in the New Mexico counties of Otero and Lincoln

(Other Subscribers),  (all such offerees being referred to in the aggregate as Eligible  Offerees).  It is anticipated  that shares not subscribed for in the Subscription  and Community  Offering will be offered to certain  members of the general  public on a best efforts basis through a selected  dealers  arrangement (the Syndicated  Community  Offering) (the  Subscription  Offering,  Community Offering and Syndicated  Community Offering are collectively  referred to as the Offering).  It is acknowledged  that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may  reject,  in whole or in part,  any orders received in the Community Offering or Syndicated Community Offering. The Company will  issue the Shares at a  purchase  price of $10.00 per share (the  Purchase Price).

         The Company has filed with the Securities and Exchange  Commission (the Commission)  a  registration  statement  on Form  S-1  (File  No.  333- ) (the Registration  Statement)  containing a prospectus relating to the Offering for the  registration  of the  Shares  under the  Securities  Act of 1933 (the 1933 Act),  and has filed such amendments  thereof and such amended  prospectuses as may have been  required to the date hereof.  The term  Registration  Statement shall  include  all  exhibits  thereto,  as  amended,  including  post-effective amendments.  The prospectus, as amended, on file with the Commission at the time the Registration  Statement initially became effective is hereinafter called the Prospectus,  except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the 1933 Act  Regulations)  differing  from the prospectus on file at the time  the  Registration   Statement   initially  becomes  effective,   the  term Prospectus  shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

         In accordance  with Title 12, Parts 575 and 563b of the Code of Federal Regulations  (the MHC  Regulations),  the Company has filed with the Office of Thrift  Supervision (the OTS) an Application on Form MHC-2 with respect to the stock  issuance  (the  MHC  Application),  including  the  Prospectus  and the Valuation  Appraisal Report prepared by RP Financial,  LC (the  Appraisal) and has filed such amendments  thereto as may have been required by the OTS. The MHC Application  has been  approved by the OTS and the related  Prospectus  has been authorized for use by the OTS.





         Section 2. Retention of Agent;  Compensation;  Sale and Delivery of the Shares.  Subject to the terms and conditions  herein set forth,  the Company and the Bank have retained the Agent to consult with and to advise the Bank, the MHC and the Company,  and to assist the Company,  on a best  efforts  basis,  in the distribution  of the shares of Common Stock in the  Offering.  The services that the  Agent  will  provide  include,  but are not  limited  to (i)  training  the employees  of the Bank who will  perform  certain  ministerial  functions in the Subscription  and Community  Offering  regarding  the  mechanics and  regulatory requirements of the stock offering process,  (ii) managing the Stock Information Center by assisting  interested stock  subscribers and by keeping records of all stock orders and (iii) preparing marketing materials.

                                        2

         On the basis of the representations,  warranties, and agreements herein contained,  but subject to the terms and conditions  herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Company,  the MHC and the Bank as to the  matters set forth in the letter  agreement  (Letter Agreement),  dated  November 29, 1999 between the Company and the Agent (a copy of which is attached  hereto as Exhibit A). It is  acknowledged  by the Company, the MHC and the Bank that the Agent  shall not be  required  to take or purchase any Shares or be  obligated to take any action  which is  inconsistent  with all applicable laws, regulations, decisions or orders.

         The  obligations of the Agent  pursuant to this  Agreement  (other than those set forth in  Sections  2(d),  8 and 9 hereof)  shall  terminate  upon the completion  or  termination  or  abandonment  of the Plan by the Company or upon termination  of the  Offering,  but in no event  later  than the date  (the End Date) which is 45 days after the Closing  Date (as  hereinafter  defined).  All fees or  expenses  due to the Agent but  unpaid  will be payable to the Agent in next day funds at the earlier of the Closing  Date (as  hereinafter  defined) or the End Date.  In the event the  Offering is extended  beyond the End Date,  the Company, the MHC, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms.

         In the event the Company is unable to sell a minimum of 708,050  Shares within the period  herein  provided,  this  Agreement  shall  terminate  and the Company shall refund to any persons who have  subscribed  for any of the Shares, the full amount which it may have  received  from them plus accrued  interest as set forth in the  Prospectus;  and none of the parties to this  Agreement  shall have any obligation to the other parties hereunder,  except as set forth in this Section 2 and in Sections 6, 8 and 9 hereof.

         In the event the Offering is terminated,  the Agent shall be reimbursed for its actual accountable out-of-pocket expenses.

         If all  conditions  precedent  to  the  consummation  of the  Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied,  the Company  agrees to issue,  or have issued,  the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter  defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company  until the  conditions  specified  in Section 7 hereof shall have been  complied  with to the  reasonable  satisfaction  of the  Agent  and  their counsel.  The release of Shares against payment therefor shall be made on a date and at a place  acceptable  to the  Company,  the MHC,  the Bank and the  Agent. Certificates  for  shares  shall be  delivered  directly  to the  purchasers  in accordance with their directions.  The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the Closing Date.

         The Agent shall  receive the  following  compensation  for its services hereunder:

                                        3

          (a)  A  management  fee of $25,000,  payable in four  installments  of                $6,250 on  November 29 and  December  29, 1999 and January 29 and                February 29,  2000.  Should the  Offering be  terminated  for any                reason not  attributable  to the action or inaction of the Agent,                the Agent  shall  have  earned  and be  entitled  to be paid fees                accruing through the stage at which the termination occurred.

          (b)  A Success Fee of $75,000.

          (c)  If any of the shares remain  available after the Subscription and                Community  Offerings,  at the request of the Bank, the Agent will                seek to form a syndicate of registered  broker-dealers  to assist                in the sale of such Common Stock on a best efforts basis, subject                to the terms and  conditions  set forth in the  selected  dealers                agreement. the Agent will endeavor to distribute the Common Stock                among  dealers in a fashion  which  best  meets the  distribution                objectives of the Bank and the Plan. the Agent will be paid a fee                not to exceed 5.5% of the aggregate  Purchase Price of the Shares                sold by them.  the Agent will pass onto selected  broker-dealers,





               who assist in the  syndicated  community,  an amount  competitive                with  gross  underwriting  discounts  changed  at such  time  for                comparable  amounts of stock sold at a comparable price per share                in a similar market  environment.  Fees with respect to purchases                affected with the  assistance of a  broker/dealer  other than the                Agent shall be  transmitted  by the Agent to such  broker/dealer.                The decision to utilize selected  broker-dealers  will be made by                the Bank upon  consultation  with the Agent.  In the event,  with                respect to any  purchases  of Shares,  fees are paid  pursuant to                this subparagraph 2(c), such fees shall be in lieu of, and not in                addition to, payment pursuant to subparagraph 2(a) and 2(b).

          (d)  The Company  will bear those  expenses of the  proposed  offering                customarily  borne by  issuers,  including,  without  limitation,                regulatory   filing  fees,   Blue  Sky,  and  NASD  filing  and                registration  fees;  the  fees  of  the  Company's   accountants,                attorneys,  appraiser,  transfer agent and  registrar,  printing,                mailing and marketing and syndicate expenses  associated with the                Offering;  the fees set  forth in  Section  2; and fees for Blue                Sky legal work.  If the Agent  incurs  expenses on behalf of the                Company, the Company will reimburse the Agent for such expenses.

               The  Agent  shall  be  reimbursed  for  reasonable  out-of-pocket                expenses,   including   costs  of  travel,   meals  and  lodging,                photocopying,  telephone, facsimile and couriers. The Agent shall                also  be  reimbursed  for  its  fees  of  underwriter's   counsel                (including  counsel's   out-of-pocket  expenses)  not  to  exceed                $35,000. The selection of such counsel will be done by the Agent,                after consultation with the Bank.

         Section 3. Prospectus; Offering. The Shares are to be initially offered in the Offering at the Purchase Price as defined and set forth on the cover page of the Prospectus.

                                        4

         Section 4.  Representations and Warranties of the Company,  the MHC and the Bank. The Company,  the MHC and the Bank jointly and severally represent and warrant to and agree with the Agent as follows:

          (a)  The Registration Statement which was prepared by the Company, the                MHC and the  Bank and  filed  with the  Commission  was  declared                effective by the  Commission on __________  __, 2000. At the time                the Registration  Statement,  including the Prospectus  contained                therein   (including   any  amendment  or   supplement),   became                effective,  the Registration  Statement  contained all statements                that were required to be stated  therein in  accordance  with the                1933 Act and the 1933 Act  Regulations,  complied in all material                respects with the  requirements  of the 1933 Act and the 1933 Act                Regulations  and  the  Registration   Statement,   including  the                Prospectus   contained   therein   (including  any  amendment  or                supplement thereto), and any information regarding the Company or                the MHC or the Bank contained in Sales  Information (as such term                is defined in Section 8 hereof)  authorized  by the Company,  the                MHC or the Bank for use in connection with the Offering,  did not                contain an untrue statement of a material fact or omit to state a                material fact required to be stated  therein or necessary to make                the statements therein, in light of the circumstances under which                they were made, not  misleading,  and at the time any Rule 424(b)                or (c)  Prospectus  was  filed  with  the  Commission  and at the                Closing  Date   referred  to  in  Section  2,  the   Registration                Statement,  including the Prospectus contained therein (including                any  amendment  or  supplement  thereto),   and  any  information                regarding  the  Company,  the MHC or the Bank  contained in Sales                Information  (as  such  term is  defined  in  Section  8  hereof)                authorized  by  the  Company,  the  MHC or the  Bank  for  use in                connection with the Offering will contain all statements that are                required to be stated therein in accordance with the 1933 Act and                the 1933 Act Regulations and will not contain an untrue statement                of a material fact or omit to state a material fact  necessary in                order  to  make  the   statements   therein,   in  light  of  the                circumstances   under  which  they  were  made,  not  misleading;                provided,  however,  that the  representations  and warranties in                this Section 4(a) shall not apply to statements or omissions made                in  reliance  upon and in  conformity  with  written  information                furnished to the Company, the MHC or the Bank by the Agent or its                counsel  expressly  regarding the Agent for use in the Prospectus                or  statements  in or  omissions  from any Sales  Information  or                information  filed pursuant to state  securities or blue sky laws                or regulations regarding the Agent.

          (b)  The MHC  Application  which was prepared by the Company,  the MHC                and the Bank and filed  with the OTS was  approved  by the OTS on                ___________  ___,  2000,  and the  related  Prospectus  has  been                authorized for use by the OTS. At the time of the approval of the                MHC Application, including the

                                        5





               Prospectus  (including any amendment or supplement  thereto),  by                the OTS and at all times  subsequent  thereto  until the  Closing                Date, the MHC  Application,  including the Prospectus  (including                any amendment or supplement thereto), will comply in all material                respects with the MHC Regulations, except to the extent waived in                writing by the OTS. The MHC Application, including the Prospectus                (including any amendment or supplement thereto), does not include                any  untrue  statement  of a  material  fact or  omit to  state a                material fact required to be stated  therein or necessary to make                the statements therein, in light of the circumstances under which                they were  made,  not  misleading;  provided,  however,  that the                representations  and  warranties  in this  Section 4(b) shall not                apply to  statements  or omissions  made in reliance  upon and in                conformity with written information furnished to the Company, the                MHC or the Bank by the Agent or its counsel  expressly  regarding                the  Agent  for  use  in the  Prospectus  contained  in  the  MHC                Application   or  statements  in  or  omissions  from  any  sales                information.

          (c)  The Company and the MHC have  registered  with the OTS as savings                and loan  holding  companies  under the Home Owners' Loan Act, as                amended (HOLA).

          (d)  No order has been issued by the OTS or the FDIC  (hereinafter any                reference  to the FDIC  shall  include  the SAIF)  preventing  or                suspending the use of the Prospectus,  and no action by or before                any such government entity to revoke any approval,  authorization                or order of effectiveness related to the Offering is, to the best                knowledge  of  the  Company,  the  MHC or the  Bank,  pending  or                threatened.

          (e)  The MHC is and, as of the Closing Date,  will continue to be duly                organized and validly  existing as a federally  chartered  mutual                holding  company  under  the  laws  of the  United  States,  duly                authorized  to  conduct  its  business  and own its  property  as                described in the Registration Statement and the Prospectus; as of                the  Closing  Date,  the MHC will  have  obtained  all  licenses,                permits and other  governmental  authorizations  required for the                conduct of its business except those that  individually or in the                aggregate  would not  materially  adversely  affect the financial                condition,   earnings,  capital,  assets  or  properties  of  the                Company,  MHC and Bank taken as a whole;  as of the Closing Date,                all such licenses,  permits and governmental  authorizations will                be in full  force and  effect  and the MHC will be in  compliance                therewith in all material  respects;  as of the Closing Date, the                MHC will be duly  qualified as a foreign  corporation to transact                business  in each  jurisdiction  in which  the  failure  to be so                qualified  in one or  more  of such  jurisdictions  would  have a                material  adverse  effect on the financial  condition,  earnings,                capital,  assets,  properties or business of the Company, MHC and                Bank considered as one enterprise.

                                        6

          (f)  The MHC does not own any equity securities or any equity interest                in any business enterprise except as described in the Prospectus.

          (g)  The MHC is not authorized to issue any shares of capital stock.

          (h)  At the  Closing  Date,  the Plan will have  been  adopted  by the                Boards  of  Directors  of the  Company,  the MHC and the Bank and                approved  by the  members of the Bank,  and the offer and sale of                the Shares will have been  conducted in all material  respects in                accordance  with the  Plan,  the MHC  Regulations,  and all other                applicable laws, regulations, decisions and orders, including all                terms,  conditions,  requirements and provisions precedent to the                Offering  imposed  upon the  Company,  the MHC or the Bank by the                OTS, the Commission, or any other regulatory authority and in the                manner  described  in the  Prospectus.  No person  has  sought to                obtain  review of the final  action of the OTS in  approving  the                Plan or in approving the MHC Application, or any other statute or                regulation.

          (i)  The Bank has been organized and is a validly  existing  federally                chartered  savings and loan  association in capital stock form of                organization, duly authorized to conduct its business and own its                property  as  described  in the  Registration  Statement  and the                Prospectus;  the Bank has obtained all material licenses, permits                and other governmental  authorizations currently required for the                conduct  of  its  business;   all  such  licenses,   permits  and                governmental authorizations are in full force and effect, and the                Bank is in all material respects  complying with all laws, rules,                regulations  and  orders  applicable  to  the  operation  of  its                business;  the Bank is  existing  under  the  laws of the  United                States and is duly qualified as a foreign corporation to transact                business and is in good  standing in each  jurisdiction  in which                its  ownership  of property or leasing of property or the conduct                of its business requires such  qualification,  unless the failure                to be so qualified in one or more of such jurisdictions would not                have a material  adverse  effect on the  condition,  financial or                otherwise, or the business, operations or income of the Bank. The





               Bank does not own equity securities or any equity interest in any                other business  enterprise  except as described in the Prospectus                or as would not be material to the  operations of the Bank.  Upon                completion of the sale by the Company of the Shares  contemplated                by the Prospectus,  (i) all of the issued and outstanding capital                stock of the Bank will be owned by the Company,  (ii) the Company                will have no direct  subsidiaries  other than the Bank, and (iii)                the Company will be a  majority-owned  subsidiary of the MHC. The                Offering  will have been  effected  in all  material  respects in                accordance with all applicable statutes,  regulations,  decisions                and orders;  and,  except  with  respect to the filing of certain                post-sale,  post-Offering  reports,  and  documents in compliance                with the 1933 Act Regulations, the OTS' resolutions or letters of

                                        7

               approval, all terms, conditions, requirements and provisions with                respect to the Offering  imposed by the Commission,  the OTS, and                the FDIC,  if any,  will have been  complied with by the Company,                the MHC and the  Bank in all  material  respects  or  appropriate                waivers  will have been  obtained  and all  material  notice  and                waiting periods will have been satisfied, waived or elapsed.

          (j)  The Company has been duly incorporated and is validly existing as                a  corporation  in good  standing  under  the laws of the  United                States  with  corporate  power and  authority  to own,  lease and                operate its  properties  and to conduct its business as described                in the  Registration  Statement  and the  Prospectus,  and at the                Closing  Date the Company  will be  qualified to do business as a                foreign  corporation in each jurisdiction in which the conduct of                its  business  requires  such  qualification,  except  where  the                failure to so qualify would not have a material adverse effect on                the   condition,   financial  or  otherwise,   or  the  business,                operations or income of the Company. The Company has obtained all                material licenses, permits and other governmental  authorizations                currently  required  for the  conduct of its  business;  all such                licenses,  permits and  governmental  authorizations  are in full                force and  effect,  and the Company is in all  material  respects                complying with all laws, rules, regulations and orders applicable                to the operation of its business.

          (k)  The Bank is a member  of the  Federal  Home  Loan  Bank of Dallas                (FHLB- Dallas). The deposit accounts of the Bank are insured by                the FDIC up to the applicable  limits; and no proceedings for the                termination  or revocation  of such  insurance are pending or, to                the best knowledge of the Company or the Bank, threatened.

          (l)  The Company,  the MHC and the Bank have good and marketable title                to all real property and good title to all other assets  material                to the business of the Company,  the MHC and the Bank, taken as a                whole,  and to  those  properties  and  assets  described  in the                Registration  Statement and Prospectus as owned by them, free and                clear of all liens, charges, encumbrances or restrictions, except                such  as  are  described  in  the   Registration   Statement  and                Prospectus,  or are not  material to the business of the Company,                the MHC and the Bank, taken as a whole; and all of the leases and                subleases  material to the business of the  Company,  the MHC and                the Bank, taken as a whole,  under which the Company,  the MHC or                the  Bank  hold  properties,  including  those  described  in the                Registration  Statement  and  Prospectus,  are in full  force and                effect.

          (m)  The  Company  and the Bank  have  received  an  opinion  of their                special  counsel,  Luse  Lehman  Gorman  Pomerenk  & Schick  with                respect to the federal  income tax  consequences  of the Offering                and the opinions of

                                        8

               ____________________  with  respect  to  New  Mexico  income  tax                consequences  of  the  Offering;  all  material  aspects  of  the                opinions   of  Luse   Lehman   Gorman   Pomerenk   &  Schick  and                _____________________    are   accurately   summarized   in   the                Registration  Statement and will be accurately  summarized in the                Prospectus; and further represent and warrant that the facts upon                which  such  opinions  are  based  are  truthful,   accurate  and                complete.

          (n)  The Company, the MHC and the Bank have all such power, authority,                authorizations,  approvals and orders as may be required to enter                into this  Agreement,  to carry out the provisions and conditions                hereof  and to  issue  and  sell  the  Shares  to be  sold by the                Company,  as provided  herein and as described in the  Prospectus                except approval or confirmation by the OTS of the final appraisal                of the Company. The consummation of the Offering,  the execution,                delivery and  performance of this Agreement and the  consummation                of the  transactions  herein  contemplated  have  been  duly  and                validly authorized by all necessary  corporate action on the part





               of the Company,  the MHC and the Bank and this Agreement has been                validly  executed and  delivered by the Company,  the MHC and the                Bank  and  is the  valid,  legal  and  binding  agreement  of the                Company,  the MHC and the Bank enforceable in accordance with its                terms  (except as the  enforceability  thereof  may be limited by                bankruptcy,  insolvency,  moratorium,  reorganization  or similar                laws  relating to or  affecting  the  enforcement  of  creditors'                rights  generally  or the rights of creditors of savings and loan                holding companies, the accounts of whose subsidiaries are insured                by the FDIC or by general equity principles regardless of whether                such enforceability is considered in a proceeding in equity or at                law,  and except to the  extent if any,  that the  provisions  of                Sections 8 and 9 hereof may be  unenforceable  as against  public                policy).

          (o)  The  Company,  the MHC and the Bank are not in  violation  of any                directive received from the OTS, the FDIC, or any other agency to                make any  material  change  in the  method  of  conducting  their                businesses  so as to comply  in all  material  respects  with all                applicable   statutes   and   regulations   (including,   without                limitation,  regulations, decisions, directives and orders of the                OTS,  and  the  FDIC)  and,  except  as may be set  forth  in the                Registration  Statement and the  Prospectus,  there is no suit or                proceeding or charge or action before or by any court, regulatory                authority  or  governmental  agency or body,  pending  or, to the                knowledge of the Company, the MHC or the Bank, threatened,  which                might   materially  and  adversely   affect  the  Offering,   the                performance  of  this  Agreement  or  the   consummation  of  the                transactions  contemplated  in the Plan and as  described  in the                Registration  Statement and the  Prospectus or which might result                in any material  adverse  change in the  condition  (financial or                otherwise), earnings, capital or properties of the

                                        9

               Company,  the MHC and the Bank, or which would materially  affect                their properties and assets.

          (p)  The financial  statements,  schedules  and notes related  thereto                which  are  included  in  the   Prospectus   fairly  present  the                consolidated  balance  sheet,  income  statement,   statement  of                changes in equity  and cash  flows of the Bank at the  respective                dates  indicated and for the respective  periods  covered thereby                and  comply  as  to  form  in  all  material  respects  with  the                applicable  accounting  requirements  of  Title 12 of the Code of                Federal Regulations and generally accepted accounting  principles                (including  those  requiring the  recording of certain  assets at                their current market value). Such financial statements, schedules                and notes related  thereto have been prepared in accordance  with                generally accepted  accounting  principles  consistently  applied                through  the periods  involved,  present  fairly in all  material                respects the  information  required to be stated  therein and are                consistent  with the most recent  financial  statements and other                reports  filed by the Bank  with the OTS.  The  other  financial,                statistical and pro forma  information and related notes included                in the Prospectus present fairly the information shown therein on                a basis  consistent  with the  audited  and  unaudited  financial                statements of the Bank included in the Prospectus,  and as to the                pro forma  adjustments,  the adjustments  described  therein have                been properly applied on the basis described therein.

          (q)  Since the  respective  dates as of which  information is given in                the Registration  Statement  including the Prospectus:  (i) there                has not been any material adverse change, financial or otherwise,                in the condition of the Company,  the MHC or the Bank  considered                as one enterprise,  or in the earnings,  capital or properties of                the Company,  the MHC or the Bank,  whether or not arising in the                ordinary course of business; (ii) there has not been any material                increase in the  long-term  debt of the Bank or in the  principal                amount of the Bank's  assets which are  classified by the Bank as                substandard,  doubtful  or loss or in  loans  past due 90 days or                more or real estate acquired by  foreclosure,  by deed-in-lieu of                foreclosure  or deemed  in-substance  foreclosure or any material                decrease in retained earnings or total assets of the Bank nor has                the  Company,  the MHC or the Bank issued any  securities  (other                than in  connection  with the  incorporation  of the  Company) or                incurred any liability or obligation for borrowing  other than in                the ordinary  course of  business;  (iii) there have not been any                material transactions entered into by the Company, the MHC or the                Bank; (iv) there has not been any material  adverse change in the                aggregate   dollar   amount  of  the  Bank's   deposits   or  its                consolidated  net worth;  (v) there has been no material  adverse                change in the  Company's,  the MHC's or the  Bank's  relationship                with  its  insurance  carriers,  including,  without  limitation,                cancellation or other termination of the Company's, the

                                       10





               MHC's or the Bank's  fidelity bond or any other type of insurance                coverage;  (vi) except as disclosed in the  Prospectus  there has                been no material change in management of the Company,  the MHC or                the Bank, neither of which has any material undisclosed liability                of any kind, contingent or otherwise;  (vii) the Company, the MHC                or the Bank has not sustained  any material loss or  interference                with its  respective  business or  properties  from fire,  flood,                windstorm, earthquake, accident or other calamity, whether or not                covered by insurance;  (viii) the Company, the MHC or the Bank is                not in default in the  payment of  principal  or  interest on any                outstanding   debt   obligations;    (ix)   the   capitalization,                liabilities,  assets, properties and business of the Company, the                MHC  and  the  Bank  conform  in  all  material  respects  to the                descriptions thereof contained in the Prospectus; and (x) neither                the  Company,  the MHC nor the Bank has any  material  contingent                liabilities, except as set forth in the Prospectus. All documents                made  available  to or  delivered  or to be made  available to or                delivered  by  the  Bank,   the  MHC  or  the  Company  or  their                representatives  in connection  with the issuance and sale of the                Shares,  including  records of account  holders,  depositors  and                other  members of the Bank,  or in  connection  with the  Agent's                exercise of due diligence,  except for those documents which were                prepared by parties other than the Bank,  the MHC, the Company or                their representatives, to the best knowledge of the Bank, the MHC                and the Company,  were on the dates on which they were delivered,                or will be on the dates on which they are to be delivered,  true,                complete and correct in all material respects.

          (r)  As of the date  hereof and as of the  Closing  Date,  neither the                Company, the MHC nor the Bank is (i) in violation of its articles                of incorporation or charter or bylaws,  respectively,  or (ii) in                default  in  the   performance  or  observance  of  any  material                obligation,  agreement,  covenant,  or condition contained in any                material  contract,  lease,  loan  agreement,  indenture or other                instrument  to  which  it is a party or by which it or any of its                property may be bound;  the  consummation  of the  Offering,  the                execution,  delivery and  performance  of this  Agreement and the                consummation of the transactions  herein  contemplated  have been                duly and validly authorized by all necessary  corporate action on                the part of the Company,  the MHC and the Bank and this Agreement                has been validly  executed and delivered by the Company,  the MHC                and the Bank and is a valid,  legal and binding  Agreement of the                Company,  the MHC and the Bank enforceable in accordance with its                terms, except as the enforceability thereof may be limited by (i)                bankruptcy,     insolvency,      reorganization,      moratorium,                conservatorship,  receivership  or  other  similar  laws  now  or                hereafter in effect  relating to or affecting the  enforcement of                creditors' rights generally or the rights of creditors of federal                savings institutions,  (ii) general equitable  principles,  (iii)                laws relating to the safety and  soundness of insured  depository                institutions, and (iv) applicable

                                       11

               law or public policy with respect to the  indemnification  and/or                contribution  provisions  contained  herein,  and except  that no                representation  or  warranty  need be made  as to the  effect  or                availability   of  equitable   remedies  or   injunctive   relief                (regardless  of whether such  enforceability  is  considered in a                proceeding  in  equity  or  at  law).  The  consummation  of  the                transactions  herein  contemplated will not: (i) conflict with or                constitute  a breach  of,  or  default  under,  or  result in the                creation of any material lien,  charge or encumbrance upon any of                the assets of the  Company,  the MHC or the Bank  pursuant to the                articles  of  incorporation  of the  Company or the  charter  and                bylaws of the Bank and the MHC, or any material  contract,  lease                or other instrument to which the Company, the MHC or the Bank has                a beneficial interest, or any applicable law, rule, regulation or                order;  (ii)  violate  any  authorization,  approval,  judgement,                decree,  order,  statute,  rule or  regulation  applicable to the                Company,  the MHC or the Bank,  except for such violations  which                would  not  have a  material  adverse  effect  on  the  financial                condition and results of  operations of the Company,  the MHC and                the Bank on a consolidated basis; or (iii) result in the creation                of any material lien,  charge or encumbrance upon any property of                the Company, the MHC or the Bank.

          (s)  No default exists, and no event has occurred which with notice or                lapse of time, or both, would  constitute a default,  on the part                of the Company,  the MHC or the Bank in the due  performance  and                observance of any term,  covenant or condition of any  indenture,                mortgage,  deed of trust,  note, bank loan or credit agreement or                any other  instrument or agreement to which the Company,  the MHC                or the Bank is a party  or by  which  any of them or any of their                property is bound or affected,  except such defaults  which would                not have a material adverse affect on the financial  condition or                results of operations  of the Company,  the MHC and the Bank on a                consolidated basis; such agreements are in full force and effect;                and no other party to any such  agreements  has instituted or, to                the  best  knowledge  of the  Company,  the  MHC  and  the  Bank,                threatened any action or proceeding wherein the Company,  the MHC                or  the  Bank  would  or  might  be  alleged  to  be  in  default





               thereunder.

          (t)  Upon  consummation of the Offering,  the  authorized,  issued and                outstanding  equity  capital  of the  Company  will be within the                range   set   forth  in  the   Prospectus   under   the   caption                Capitalization,  and no Shares  have been or will be issued and                outstanding  prior to the Closing Date (other than Shares held by                the MHC);  the Shares will have been duly and validly  authorized                for  issuance  and,  when  issued and  delivered  by the  Company                pursuant  to  the  Plan  against  payment  of  the  consideration                calculated as set forth in the Plan and in the  Prospectus,  will                be duly and validly issued, fully paid and non-assessable, except                for shares purchased by the ESOP with funds

                                       12

               borrowed from the Company to the extent payment  therefor in cash                has not been  received by the Company;  except to the extent that                subscription   rights  and  priorities   pursuant  thereto  exist                pursuant to the Plan, no preemptive  rights exist with respect to                the  Shares;  and the terms and  provisions  of the  Shares  will                conform  in all  material  respects  to the  description  thereof                contained in the  Registration  Statement and the Prospectus.  To                the best knowledge of the Company, the MHC and the Bank, upon the                issuance  of the  Shares,  good  title  to  the  Shares  will  be                transferred  from the Company to the purchasers  thereof  against                payment  therefor,  subject  to such  claims  as may be  asserted                against the purchasers thereof by third-party claimants.

          (u)  No approval of any  regulatory  or  supervisory  or other  public                authority  is  required  in  connection  with the  execution  and                delivery of this Agreement or the issuance of the Shares,  except                for the  approval of the  Commission,  the OTS and any  necessary                qualification,  notification, registration or exemption under the                securities  or blue sky laws of the  various  states in which the                Shares are to be offered, and except as may be required under the                rules and regulations of the NASD.

          (v)  The Accounting & Consulting Group L.L.P.  which has certified the                consolidated  audited  financial  statements and schedules of the                Bank included in the Prospectus, has advised the Company, the MHC                and the Bank in  writing  that  they  are,  with  respect  to the                Company,  the MHC and the Bank,  independent  public  accountants                within  the  meaning  of the Code of  Professional  Ethics of the                American  Institute of Certified Public  Accountants and Title 12                of the Code of Federal Regulations and Section 571.2(c)(3).

          (w)  RP  Financial  LC, which has  prepared  the  Valuation  Appraisal                Report as of December ___, 1999 (as amended or  supplemented,  if                so amended or supplemented)  (the  Appraisal),  has advised the                Company in writing that it is independent of the Company, the MHC                and the Bank within the meaning of the MHC Regulations.

          (x)  The Company,  the MHC and the Bank have timely filed all required                federal,  state and local tax returns;  the Company,  the MHC and                the Bank have paid all taxes that have  become due and payable in                respect of such returns,  except where  permitted to be extended,                have made adequate  reserves for similar  future tax  liabilities                and no deficiency  has been asserted with respect  thereto by any                taxing authority.

          (y)  The  Bank is in  compliance  in all  material  respects  with the                applicable financial record-keeping and reporting requirements of                the Currency and

                                       13

               Foreign  Transactions  Reporting Act of 1970, as amended, and the                regulations and rules thereunder.

          (z)  To the  knowledge of the Company,  the MHC and the Bank,  neither                the Company,  the MHC, the Bank nor employees of the Company, the                MHC or the Bank have made any  payment  of funds of the MHC,  the                Company or the Bank as a loan for the  purchase  of the Shares or                made any other  payment of funds  prohibited by law, and no funds                have been set aside to be used for any payment prohibited by law.

          (aa) Prior to the Offering,  neither the Company, the MHC nor the Bank                has: (i) issued any securities  within the last 18 months (except                for notes to  evidence  other bank loans and  reverse  repurchase                agreements  or  other  liabilities  in  the  ordinary  course  of                business or as  described in the  Prospectus,  and except for any                shares  issued  in  connection  with  the  incorporation  of  the                Company);  (ii) had any  material  dealings  within the 12 months                prior to the date  hereof  with any  member of the  NASD,  or any                person  related to or  associated  with such  member,  other than                discussions  and meetings  relating to the proposed  Offering and                routine  purchases  and sales of  United  States  government  and





               agency  securities;  (iii) entered into a financial or management                consulting agreement except as contemplated  hereunder;  and (iv)                engaged any intermediary  between the Agent and the Company,  the                MHC and the Bank in  connection  with the offering of the Shares,                and no  person  is  being  compensated  in any  manner  for  such                service.  Appropriate arrangements have been made for placing the                funds  received  from  subscriptions  for  Shares  in  a  special                interest-bearing  account with the Bank until all Shares are sold                and paid for, with  provision for refund to the purchasers in the                event that the Offering is not completed  for whatever  reason or                for delivery to the Company if all Shares are sold.

          (bb) The Company,  the MHC and the Bank have not relied upon the Agent                or its legal  counsel or other  advisors  for any  legal,  tax or                accounting advice in connection with the Offering.

          (cc) The Company is not required to be registered under the Investment                Company Act of 1940, as amended.

          (dd) Any certificates signed by an officer of the Company,  the MHC or                the  Bank  pursuant  to the  conditions  of  this  Agreement  and                delivered  to the  Agent or their  counsel  that  refers  to this                Agreement shall be deemed to be a representation  and warranty by                the  Company,  the MHC or the Bank to the Agent as to the matters                covered  thereby  with the same effect as if such  representation                and warranty were set forth herein.

                                       14

         Section 5. Representations and Warranties of the Agent.

         The Agent represents and warrants to the Company,  the MHC and the Bank that:

               (i) it is a corporation and is validly  existing in good standing           under the laws of the State of Ohio and  licensed to conduct  business           in the  State of Ohio  and it has the  full  power  and  authority  to           provide the  services  to be  furnished  to the Bank,  the MHC and the           Company hereunder.

               (ii)  The  execution  and  delivery  of  this  Agreement  and the           consummation of the  transactions  contemplated  hereby have been duly           and  validly  authorized  by all  necessary  action on the part of the           Agent,  and this  Agreement  has been duly and  validly  executed  and           delivered by the Agent and is a legal,  valid and binding agreement of           the Agent, enforceable in accordance with its terms.

               (iii)   Each  of  the  Agent  and  its   employees,   agents  and           representatives  who shall perform any of the services hereunder shall           be duly  authorized  and  empowered,  and  shall  have  all  licenses,           approvals and permits necessary to perform such services.

               (iv) The execution  and delivery of this  Agreement by the Agent,           the   consummation  of  the  transactions   contemplated   hereby  and           compliance  with the terms and  provisions  hereof  will not  conflict           with,  or result  in a breach  of,  any of the  terms,  provisions  or           conditions  of, or constitute a default (or an event which with notice           or  lapse of time or both  would  constitute  a  default)  under,  the           articles of incorporation of the Agent or any agreement,  indenture or           other  instrument  to which the Agent is a party or by which it or its           property is bound.

               (v) No approval of any  regulatory or supervisory or other public           authority is required in  connection  with the Agent's  execution  and           delivery of this Agreement, except as may have been received.

               (vi) There is no suit or proceeding or charge or action before or           by any court, regulatory authority or government agency or body or, to           the  knowledge  of the  Agent,  pending  or  threatened,  which  might           materially adversely affect the Agent's performance of this Agreement.

         Section  5.l  Covenants  of the  Company,  the MHC and  the  Bank.  The Company,  the MHC and the Bank hereby  jointly and  severally  covenant with the Agent as follows:

          (a)  The Company will not, at any time after the date the Registration                Statement is declared effective, file any amendment or supplement                to the Registration Statement without providing the Agent and its                counsel an opportunity to

                                       15

               review such  amendment  or  supplement  or file any  amendment or                supplement  to which  amendment  or  supplement  the Agent or its                counsel shall reasonably object.

          (b)  The MHC and Bank will not, at any time after the MHC  Application                is approved by the OTS,  file any amendment or supplement to such





               MHC  Application  without  providing the Agent and its counsel an                opportunity  to review such  amendment or  supplement or file any                amendment or  supplement  to which  amendment or  supplement  the                Agent or its counsel shall reasonably object.

          (c)  The Company,  the MHC and the Bank will use their best efforts to                cause any post-effective  amendment to the Registration Statement                to be declared effective by the Commission and any post-effective                amendment  to the MHC  Application  to be approved by the OTS and                will immediately  upon receipt of any information  concerning the                events listed below notify the Agent:  (i) when the  Registration                Statement,  as amended,  has become effective;  (ii) when the MHC                Application,  as amended has been approved by the OTS;  (iii) any                comments from the Commission,  the OTS or any other  governmental                entity  with  respect  to  the   Offering  or  the   transactions                contemplated  by  this  Agreement;  (iv)  of the  request  by the                Commission,  the OTS or any  other  governmental  entity  for any                amendment or supplement to the  Registration  Statement,  the MHC                Application or for additional information; (v) of the issuance by                the Commission,  the OTS or any other governmental  entity of any                order or other action  suspending  the Offering or the use of the                Registration  Statement or the  Prospectus or any other filing of                the Company,  the MHC or the Bank under the MHC  Regulations,  or                other applicable law, or the threat of any such action;  (vi) the                issuance by the Commission,  the OTS or any authority of any stop                order suspending the effectiveness of the Registration  Statement                or of the  initiation  or threat of  initiation  or threat of any                proceedings  for that purpose;  or (vii) of the occurrence of any                event mentioned in paragraph (g) below. The Company,  the MHC and                the Bank will make every  reasonable  effort  (i) to prevent  the                issuance by the Commission, the OTS or any state authority of any                such  order and,  if any such order  shall at any time be issued,                (ii) to obtain the lifting thereof at the earliest possible time.

          (d)  The  Company,  the MHC and the Bank will deliver to the Agent and                to its counsel two conformed copies of the Registration Statement                and  the  MHC  Application,  as  originally  filed  and  of  each                amendment or supplement thereto, including all exhibits. Further,                the Company,  the MHC and the Bank will  deliver such  additional                copies of the foregoing  documents to counsel to the Agent as may                be required for any NASD and blue sky filings.

                                       16

          (e)  The Company, the MHC and the Bank will furnish to the Agent, from                time to time during the period when the  Prospectus (or any later                prospectus  related to this offering) is required to be delivered                under the 1933 Act or the  Securities  Exchange  Act of 1934 (the                1934 Act), such number of copies of such Prospectus (as amended                or  supplemented)  as the Agent may  reasonably  request  for the                purposes  contemplated by the 1933 Act, the 1933 Act Regulations,                the 1934 Act or the rules and regulations  promulgated  under the                1934 Act (the 1934 Act Regulations). The Company authorizes the                Agent to use the  Prospectus  (as  amended  or  supplemented,  if                amended or supplemented) in any lawful manner contemplated by the                Plan in connection with the sale of the Shares by the Agent.

          (f)  The  Company,  the MHC and the Bank will  comply with any and all                material  terms,  conditions,  requirements  and provisions  with                respect  to  the  Offering,  and  the  transactions  contemplated                thereby,   imposed  by  the  Commission,   the  OTS  or  the  MHC                Regulations,  and by the 1933 Act, the 1933 Act Regulations,  the                1934 Act and the 1934 Act  Regulations  to be complied with prior                to or subsequent  to the Closing Date and when the  Prospectus is                required  to be  delivered,  and  during  such  time  period  the                Company,  the MHC and the Bank will comply, at their own expense,                with  all  material   requirements   imposed  upon  them  by  the                Commission, the OTS or the MHC Regulations,  and by the 1933 Act,                the  1933  Act  Regulations,  the  1934  Act  and  the  1934  Act                Regulations,  including, without limitation, Rule 10b-5 under the                1934 Act,  in each case as from time to time in force,  so far as                necessary  to permit the  continuance  of sales or dealing in the                Common Stock during such period in accordance with the provisions                hereof and the Prospectus.

          (g)  If, at any time during the period when the Prospectus relating to                the Shares is required to be delivered,  any event relating to or                affecting  the  Company,  the MHC or the Bank shall  occur,  as a                result of which it is necessary or appropriate, in the opinion of                counsel  for  the  Company,  the  MHC  and  the  Bank  or in  the                reasonable opinion of the Agent's counsel, to amend or supplement                the  Registration  Statement or  Prospectus  in order to make the                Registration  Statement or Prospectus  not misleading in light of                the  circumstances   existing  at  the  time  the  Prospectus  is                delivered to a purchaser,  the Company, the MHC and the Bank will                immediately  so inform the Agent and prepare  and file,  at their                own expense,  with the  Commission and the OTS and furnish to the                Agent a reasonable number of copies of an amendment or amendments                of, or a supplement or supplements to, the Registration Statement                or Prospectus (in form and substance  reasonably  satisfactory to                the Agent and its  counsel  after a  reasonable  time for review)                which will amend or  supplement  the  Registration  Statement  or





               Prospectus so that as amended

                                       17

               or  supplemented  it will not  contain an untrue  statement  of a                material fact or omit to state a material fact necessary in order                to make the  statements  therein,  in light of the  circumstances                existing at the time the  Prospectus is delivered to a purchaser,                not misleading.  For the purpose of this Agreement,  the Company,                the MHC and the Bank each will  timely  furnish to the Agent such                information  with respect to itself as the Agent may from time to                time reasonably request.

          (h)  The  Company,  the MHC and  the  Bank  will  take  all  necessary                actions,  in cooperating  with the Agent, and furnish to whomever                the Agent may  direct,  such  information  as may be  required to                qualify  or  register  the Shares  for  offering  and sale by the                Company or to exempt such Shares from registration,  or to exempt                the Company as a  broker-dealer  and its officers,  directors and                employees  as  broker-dealers  or  agents  under  the  applicable                securities  or blue sky laws of such  jurisdictions  in which the                Shares are required  under the MHC  Regulations  to be sold or as                the Agent and the  Company,  the MHC and the Bank may  reasonably                agree upon;  provided,  however,  that the  Company  shall not be                obligated to file any general  consent to service of process,  to                qualify to do business in any  jurisdiction in which it is not so                qualified,  or to register its  directors or officers as brokers,                dealers,  salesmen  or  agents  in  any  jurisdiction.   In  each                jurisdiction where any of the Shares shall have been qualified or                registered as above provided, the Company will make and file such                statements  and  reports in each  fiscal  period as are or may be                required by the laws of such jurisdiction.

          (i)  The  Company,  the MHC and  the  Bank  will  not  sell or  issue,                contract to sell or otherwise dispose of, for a period of 90 days                after  the  Closing  Date,  without  the  Agent's  prior  written                consent,  any Common Stock other than the Shares or other than in                connection  with  any  plan  or  arrangement   described  in  the                Prospectus, including existing stock benefit plans.

          (j)  The Company  shall  register its Common Stock under Section 12(g)                of the 1934 Act on or prior to the Closing  Date  pursuant to the                Plan and shall request that such  registration be effective prior                to or upon completion of the Offering. The Company shall maintain                the  effectiveness  of such  registration for not less than three                years or such shorter period as may be required by the OTS.

          (k)  During the period  during  which the  Company's  Common  Stock is                registered  under the 1934 Act or for  three  (3) years  from the                date  hereof,  whichever  period is  greater,  the  Company  will                furnish to its shareholders as soon as practicable  after the end                of each fiscal year an annual report of the Company  (including a                consolidated balance sheet and statements of consolidated

                                       18

               income,  shareholders'  equity and cash flows of the  Company and                its subsidiaries as at the end of and for such year, certified by                independent  public accountants in accordance with Regulation S-X                under the 1933 Act and the 1934 Act).

          (l)  During  the  period  of three  years  from the date  hereof,  the                Company  will  furnish to the Agent:  (i) as soon as  practicable                after such  information  is  publicly  available,  a copy of each                report of the Company  furnished to or filed with the  Commission                under the 1934 Act or any national  securities exchange or system                on which  any class of  securities  of the  Company  is listed or                quoted  (including,  but not limited  to,  reports on Forms 10-K,                10-Q and 8-K and all  proxy  statements  and  annual  reports  to                stockholders),  (ii) a copy of each other non-confidential report                of the  Company  mailed  to its  stockholders  or filed  with the                Commission,  the  OTS  or any  other  supervisory  or  regulatory                authority or any national  securities exchange or system on which                any class of securities of the Company is listed or quoted,  each                press  release and material news items and  additional  documents                and information  with respect to the Company,  MHC or the Bank as                the Agent may  reasonably  request;  and (iii) from time to time,                such other  nonconfidential  information  concerning the Company,                the MHC or the Bank as the Agent may reasonably request.

          (m)  The Company,  the MHC and the Bank will use the net proceeds from                the sale of the Shares in the manner set forth in the  Prospectus                under the caption Use of Proceeds.

          (n)  Other than as permitted  by the MHC  Regulations,  the HOLA,  the                1933 Act, the 1933 Act Regulations,  and the laws of any state in                which the Shares are  registered  or qualified for sale or exempt                from registration, neither the Company, the MHC nor the Bank will





               distribute any  prospectus,  offering  circular or other offering                material in connection with the offer and sale of the Shares.

          (o)  The Company will use its best efforts to (i) encourage and assist                a market maker to establish  and maintain a market for the Shares                and (ii) list and maintain  quotation of the Shares on a national                or regional  securities  exchange or on the Nasdaq  Stock  Market                (Nasdaq) effective on or prior to the Closing Date.

          (p)  The Bank will maintain  appropriate  arrangements  for depositing                all funds  received  from persons  mailing  subscriptions  for or                orders to purchase Shares in the Offering on an  interest-bearing                basis at the rate described in the  Prospectus  until the Closing                Date and satisfaction of all conditions  precedent to the release                of the Bank's obligation to refund payments received from

                                       19

               persons  subscribing  for or ordering  Shares in the  Offering in                accordance  with the Plan and as described in the  Prospectus  or                until  refunds  of such  funds  have  been  made  to the  persons                entitled  thereto  or  withdrawal   authorizations   canceled  in                accordance with the Plan and as described in the Prospectus.  The                Bank will maintain  such records of all funds  received to permit                the funds of each subscriber to be separately insured by the FDIC                (to the maximum extent  allowable) and to enable the Bank to make                the  appropriate  refunds  of such  funds in the event  that such                refunds are required to be made in  accordance  with the Plan and                as described in the Prospectus.

          (q)  The  Company,  the MHC and the Bank will take  such  actions  and                furnish such information as are reasonably requested by the Agent                in order  for the  Agent to  ensure  compliance  with the  NASD's                Interpretation Relating to Free Riding and Withholding.

          (r)  Neither  the  Company,  the MHC nor the Bank will  amend the Plan                without notifying the Agent prior thereto.

          (s)  The Company shall assist the Agent,  if necessary,  in connection                with  the   allocation   of  the   Shares  in  the  event  of  an                oversubscription and shall provide the Agent with any information                necessary to assist the Company in allocating  the Shares in such                event and such information  shall be accurate and reliable in all                material respects.

          (t)  Prior to the Closing Date, the Company, the MHC and the Bank will                inform  the  Agent of any event or  circumstances  of which it is                aware as a result  of which  the  Registration  Statement  and/or                Prospectus,  as then amended or  supplemented,  would  contain an                untrue  statement of a material  fact or omit to state a material                fact  necessary  in  order  to make the  statements  therein  not                misleading.

          (u)  Subsequent  to the date the  Registration  Statement  is declared                effective by the Commission and prior to the Closing Date, except                as  otherwise  may be indicated  or  contemplated  therein or set                forth in an amendment or supplement thereto, neither the Company,                the MHC nor the Bank will  have:  (i) issued  any  securities  or                incurred any liability or obligation,  direct or contingent,  for                borrowed  money,  except  borrowings  from  the  same or  similar                sources indicated in the Prospectus in the ordinary course of its                business,  or (ii) entered into any transaction which is material                in light of the  business and  properties  of the Company and the                Bank, taken as a whole.

          (v)  The facts and  representations  provided  to Luse  Lehman  Gorman                Pomerenk & Schick by the Bank,  the MHC and the  Company and upon                which Luse

                                       20

               Lehman  Gorman  Pomerenk  & Schick  will base its  opinion  under                Section 7(c)(1) are and will be truthful, accurate and complete.

         Section  6.  Payment  of  Expenses.  Whether  or not  the  Offering  is completed or the sale of the Shares by the Company is consummated,  the Company, the MHC and the Bank jointly and  severally  agree to pay or reimburse the Agent for the Company, the MHC and the Bank have agreed to reimburse the Agent for its out-of-pocket  expenses,  and its legal fees (as  specified in Section 2) and to indemnify the Agent against  certain claims or  liabilities,  including  certain liabilities  under the Securities Act, and will contribute to payments the Agent may be required to make in connection with any such claims or  liabilities;  and the fees set forth under Section 2. In the event the Company is unable to sell a minimum of 708,050  Shares,  the  Company,  the MHC and the Bank shall  promptly reimburse the Agent in accordance with Section 2 hereof.

         Section 7.  Conditions to the Agent's  Obligations.  The obligations of the Agent  hereunder,  as to the Shares to be delivered at the Closing Date, are





subject, to the extent not waived in writing by the Agent, to the condition that all representations  and warranties of the Company,  the MHC and the Bank herein are, at and as of the  commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition that the Company, the MHC and the Bank shall have performed all of their obligations  hereunder to be performed on or before such dates, and to the following further conditions:

          (a)  At the Closing Date, the Company, the MHC and the Bank shall have                conducted  the  Offering in all material  respects in  accordance                with the Plan,  the MHC  Regulations,  and all  other  applicable                laws,  regulations,  decisions  and orders,  including all terms,                conditions, requirements and provisions precedent to the Offering                imposed upon them by the OTS.

          (b)  The Registration  Statement shall have been declared effective by                the  Commission and the MHC  Application  and MHC Notice shall be                approved  by the OTS not later than 5:30 p.m. on the date of this                Agreement,  or with the Agent's consent at a later time and date;                and  at  the  Closing   Date,  no  stop  order   suspending   the                effectiveness  of the  Registration  Statement  shall  have  been                issued under the 1933 Act or proceedings  therefore  initiated or                threatened by the Commission or any state authority, and no order                or other action suspending the authorization of the Prospectus or                the  consummation  of the  Conversion  shall have been  issued or                proceedings  therefore initiated or, to the Company's,  the MHC's                or the Bank's knowledge,  threatened by the Commission,  the OTS,                the FDIC, or any state authority.

          (c)  At the Closing Date, the Agent shall have received:

                                       21

               (1) The  favorable  opinion,  dated  as of the  Closing  Date and                addressed to the Agent and for its benefit, of Luse Lehman Gorman                Pomerenk & Schick,  special counsel for the Company,  the MHC and                the Bank, in form and substance to the effect that:

                    (i) The  Company has been duly  incorporated  and is validly                existing as a corporation under the laws of the United States.

                    (ii) The Company has  corporate  power and authority to own,                lease and operate its  properties  and to conduct its business as                described in the Registration Statement and the Prospectus.

                    (iii) The Bank has been organized and is a validly  existing                federally chartered savings and loan association in capital stock                form of organization,  authorized to conduct its business and own                its property as described in the  Registration  Statement and the                Prospectus. All of the outstanding capital stock of the Bank upon                completion  of the Offering  will be duly  authorized  and,  upon                payment  therefor,   will  be  validly  issued,  fully  paid  and                non-assessable  and will be owned by the Company,  free and clear                of any liens, encumbrances, claims or other restrictions.

                    (iv) The Bank is a member of the  FHLB-Dallas.  The  deposit                accounts  of the Bank are  insured by the FDIC up to the  maximum                amount allowed under law and no proceedings  for the  termination                or revocation of such insurance are pending or, to such counsel's                Actual Knowledge, threatened; to the extent that such information                constitutes  matters  of law  and  legal  conclusions,  has  been                reviewed  by such  counsel  and is  accurately  described  in all                material respects.

                    (v) The MHC has been duly organized and is validly  existing                as a federally chartered mutual holding company,  duly authorized                to conduct its  business and own its  properties  as described in                the Registration Statement and Prospectus.

                    (vi) Upon  consummation  of the Offering,  immediately  upon                completion  thereof  subject to  compliance  with all  conditions                imposed by the OTS under the terms of the OTS' approval order, in                an amount as described in the Prospectus, the authorized,  issued                and  outstanding  capital stock of the Company will be within the                range   set   forth  in  the   Prospectus   under   the   caption                Capitalization,  and no shares of Common Stock have been issued                prior  to the  Closing  Date;  at the time of the  Offering,  the                Shares  subscribed  for pursuant to the  Offering  will have been                duly and validly  authorized  for  issuance,  and when issued and                delivered by the Company  pursuant to the Plan against payment of                the consideration calculated as set forth in the Plan and

                                       22

               Prospectus,  will be duly and  validly  issued and fully paid and                non-assessable;  the  issuance  of the  Shares is not  subject to                preemptive  rights  and the terms and  provisions  of the  Shares                conform  in all  material  respects  to the  description  thereof





               contained in the Prospectus.  To such counsel's Actual Knowledge,                upon the issuance of the Shares, good title to the Shares will be                transferred  by the  Company to the  purchasers  thereof  against                payment  therefor,  subject  to such  claims  as may be  asserted                against the purchasers thereof by third-party claimants.

                    (vii) The execution  and delivery of this  Agreement and the                consummation of the transactions  contemplated  hereby, have been                duly and validly  authorized by all necessary  action on the part                of the  Company,  the MHC and the Bank;  and this  Agreement is a                valid and  binding  obligation  of the  Company,  the MHC and the                Bank,  enforceable  in accordance  with its terms,  except as the                enforceability   thereof  may  be  limited  by  (i)   bankruptcy,                insolvency,    reorganization,    moratorium,    conservatorship,                receivership  or other  similar  laws now or  hereafter in effect                relating to or affecting the  enforcement  of  creditors'  rights                generally or the rights of creditors of savings institutions, the                deposits  of which  are  insured  by the FDIC and  their  holding                companies, (ii) general equitable principles, (iii) laws relating                to the safety and  soundness of insured  depository  institutions                and their holding  companies,  and (iv)  applicable law or public                policy with respect to the  indemnification  and/or  contribution                provisions  contained herein,  including  without  limitation the                provisions of Sections 23A and 23B of the Federal Reserve Act and                except  that no  opinion  need be  expressed  as to the effect or                availability   of  equitable   remedies  or   injunctive   relief                (regardless  of whether such  enforceability  is  considered in a                proceeding in equity or at law).

                    (viii) The MHC  Application has been approved by the OTS and                the  Prospectus  has been  authorized  for use by the OTS, and no                action has been taken,  and to such  counsel's  Actual  Knowledge                none is pending or threatened,  to revoke any such  authorization                or approval.

                    (ix) The Plan has been duly adopted by the required  vote of                the  directors  of the Company,  the MHC and the Bank,  and based                upon the certificate of the inspector of election, by the members                of the Bank.

                    (x) Subject to the  satisfaction  of the  conditions  to the                OTS' approval of the Offering, no further approval, registration,                authorization,  consent or other order of any federal  regulatory                agency is required in connection  with the execution and delivery                of  this   Agreement,   the   issuance  of  the  Shares  and  the                consummation of the Offering, except as may be required under the                securities or blue sky laws of various jurisdictions (as to which                no opinion need be

                                       23

               rendered)  and  except  as may be  required  under  the rules and                regulations  of the NASD  and/or the NYSE (as to which no opinion                need  be  rendered).  To such  counsel's  Actual  Knowledge,  the                Offering  has  been  consummated  in  all  material  respects  in                accordance  with  MHC  Regulations,  except  that no  opinion  is                rendered  with  respect  to (a)  the  Registration  Statement  or                Prospectus,  which are covered by other  clauses of this opinion,                (b) the satisfaction of the  post-Offering  conditions in the OTS                Regulations or in the OTS approvals of the MHC  Application,  (c)                the securities or blue sky laws of various  jurisdictions,  and                (d) the rules and regulations of the NASD.

                    (xi) The Registration  Statement is effective under the 1933                Act,  and no stop order  suspending  the  effectiveness  has been                issued under the 1933 Act or proceedings  therefor  initiated or,                to such counsel's Actual Knowledge, threatened by the Commission.

                    (xii)  At  the  time  the  MHC  Application,  including  the                Prospectus  contained  therein,  was approved by the OTS, the MHC                Application, including the Prospectus contained therein, complied                as to form in all material  respects with the requirements of the                MHC  Regulations,  federal  law  and  all  applicable  rules  and                regulations  promulgated  thereunder  (other  than the  financial                statements,  the notes  thereto,  and other  tabular,  financial,                statistical and appraisal data included  therein,  as to which no                opinion need be rendered).

                    (xiii) At the time that the  Registration  Statement  became                effective,   (i)  the  Registration   Statement  (as  amended  or                supplemented,  if so amended  or  supplemented)  (other  than the                financial  statements,  the notes  thereto,  and  other  tabular,                financial, statistical and appraisal data included therein, as to                which no opinion  need be  rendered),  complied as to form in all                material  respects with the  requirements of the 1933 Act and the                1933 Act  Regulations,  and (ii) the  Prospectus  (other than the                financial  statements,  the notes  thereto,  and  other  tabular,                financial, statistical and appraisal data included therein, as to                which no opinion  need be  rendered)  complied  as to form in all                material respects with the requirements of the 1933 Act, the 1933                Act Regulations, the MHC Regulations and federal law.





                    (xiv) The terms and  provisions of the Shares of the Company                conform,  in all material  respects,  to the description  thereof                contained in the Registration  Statement and Prospectus,  and the                form of  certificate  used to  evidence  the Shares is in due and                proper form.

                    (xv) There are no legal or governmental  proceedings pending                or  threatened   which  are  required  to  be  disclosed  in  the                Registration Statement and Prospectus, other than those disclosed                therein, and to such counsel's

                                       24

               Actual Knowledge,  all pending legal and governmental proceedings                to which the Company,  the MHC or the Bank is a party or of which                any of their property is the subject,  which are not described in                the Registration Statement and the Prospectus, including ordinary                routine litigation incidental to the Company's,  the MHC's or the                Bank's business, are, considered in the aggregate, not material.

                    (xvi)  To such  counsel's  Actual  Knowledge,  there  are no                material  contracts,  indentures,   mortgages,  loan  agreements,                notes,  leases or other  instruments  required to be described or                referred to in the MHC Application, the Registration Statement or                the Prospectus or required to be filed as exhibits  thereto other                than those  described or referred to therein or filed as exhibits                thereto in the MHC Application, the Registration Statement or the                Prospectus.   The  description  in  the  MHC   Application,   the                Registration  Statement and the  Prospectus of such documents and                exhibits is accurate in all material respects and fairly presents                the information required to be shown.

                    (xvii) To such counsel's Actual Knowledge,  the Company, the                MHC and the Bank have  conducted  the  Offering,  in all material                respects,  in accordance with all applicable  requirements of the                Plan and  applicable  federal  law,  except  that no  opinion  is                rendered   with   respect  to  (a)  the  MHC   Application,   the                Registration Statement or Prospectus,  which are covered by other                clauses   of  this   opinion,   (b)  the   satisfaction   of  the                post-Offering  conditions  in the OTS  Regulations  or in the OTS                approval of the MHC Application, (c) the securities or blue sky                laws of various jurisdictions,  and (d) the rules and regulations                of the NASD. The Plan complies in all material  respects with all                applicable federal laws, rules, regulations, decisions and orders                including, but not limited to, the MHC Regulations;  no order has                been issued by the OTS, the  Commission,  the FDIC,  or any state                authority to suspend the  Offering or the use of the  Prospectus,                and no action for such purposes has been  instituted  or, to such                counsel's   Actual   Knowledge,   threatened   by  the  OTS,  the                Commission,  the FDIC,  or any state  authority and no person has                sought  to  obtain  regulatory  or  judicial  review of the final                action of the OTS, approving the Plan, the MHC Application or the                Prospectus.

                    (xviii) To such counsel's Actual Knowledge, the Company, the                MHC and the Bank have obtained all material licenses, permits and                other  governmental  authorizations  currently  required  for the                conduct of their  businesses and all such  licenses,  permits and                other  governmental  authorizations are in full force and effect,                and  the  Company,  the  MHC and  the  Bank  are in all  material                respects  complying  therewith,  except where the failure to have                such licenses,  permits and other governmental  authorizations or                the  failure  to be in  compliance  therewith  would  not  have a                material adverse effect on the

                                       25

               business  or  operations  of the Bank,  the MHC and the  Company,                taken as a whole.

                    (xix)  To  such  counsel's  Actual  Knowledge,  neither  the                Company,  the MHC nor the Bank is in violation of its articles of                incorporation   and  bylaws  or  its  Charter   and  bylaws,   as                appropriate or, to such counsel's Actual Knowledge, in default or                violation  of any  obligation,  agreement,  covenant or condition                contained in any contract,  indenture,  mortgage, loan agreement,                note,  lease  or  other  instrument  to which it is a party or by                which it or its property may be bound,  except for such  defaults                or violations  which would not have a material  adverse impact on                the financial  condition or results of operations of the Company,                the MHC and the Bank on a consolidated  basis;  to such counsel's                Actual  Knowledge,  the execution and delivery of this Agreement,                the  occurrence  of the  obligations  herein  set  forth  and the                consummation  of the  transactions  contemplated  herein will not                conflict  with or  constitute a breach of, or default  under,  or                result in the  creation  or  imposition  of any  lien,  charge or                encumbrance  upon any property or assets of the Company,  the MHC                or  the  Bank  pursuant  to  any  material  contract,  indenture,





               mortgage,  loan  agreement,  note,  lease or other  instrument to                which the Company, the MHC or the Bank is a party or by which any                of them may be bound,  or to which any of the  property or assets                of the Company, the MHC or the Bank are subject; and, such action                will  not  result  in  any  violation  of the  provisions  of the                certificate  of  incorporation  or bylaws of the  Company  or the                Charter  or bylaws  of the MHC or the Bank or, to such  counsel's                Actual  Knowledge,  result  in any  violation  of any  applicable                federal law, act, regulation (except that no opinion with respect                to the securities and blue sky laws of various  jurisdictions  or                the rules or  regulations  of the NASD need be rendered) or order                or court order, writ, injunction or decree.

                    (xx) The  Company's  articles  of  incorporation  and bylaws                comply in all material  respects with the regulations of the OTS.                The Bank's and MHC's  charter and bylaws  comply in all  material                respects with the rules and regulations of the OTS.

                    (xxi)  To  such  counsel's  Actual  Knowledge,  neither  the                Company,  the MHC nor the Bank is in violation  of any  directive                from  the OTS or the  FDIC to make  any  material  change  in the                method of conducting its respective business.

                    (xxii) The information in the Prospectus  under the captions                Regulation, The Stock Offering,  Restrictions on Acquisition                of  the  Alamogordo   Financial  and   Alamogordo   Federal  and                Description  of Capital Stock of the  Alamogordo  Financial, to                the extent that such information constitutes

                                       26

               matters  of  law,  summaries  of  legal  matters,   documents  or                proceedings,  or legal  conclusions,  has been  reviewed  by such                counsel and is correct in all material  respects.  The discussion                of  statutes  or  regulations  described  or  referred  to in the                Prospectus   are  accurate   summaries  and  fairly  present  the                information   required  to  be  shown.  The  information  in  the                Prospectus relating to the tax consequences of the stock offering                has been  reviewed  by such  counsel  and  fairly  describes  the                opinions  rendered  by Luse Lehman  Gorman  Pomerenk & Schick and                _____________________  to the Company,  the MHC and the Bank with                respect to such matters.

                    (xxiii) The  Company  and the MHC have been duly  registered                and are in good  standing as savings and loan  holding  companies                under the HOLA.

                    (xxiv) In addition, such counsel shall state that during the                preparation of the MHC Application,  the  Registration  Statement                and the Prospectus, they participated in conferences with certain                officers of, the independent public and internal accountants for,                and other  representatives of the Company,  the MHC and the Bank,                at which  conferences  the contents of the MHC  Application,  the                Registration  Statement and the  Prospectus  and related  matters                were  discussed  and,  while such counsel have not  confirmed the                accuracy or completeness of or otherwise verified the information                contained in the MHC Application,  the Registration  Statement or                the  Prospectus,  and do not assume any  responsibility  for such                information,   based  upon  such  conferences  and  a  review  of                documents deemed relevant for the purpose of rendering their view                (relying as to materiality as to factual  matters on certificates                of officers and other factual representations by the Company, the                MHC and the Bank), nothing has come to their attention that would                lead them to believe that the MHC  Application,  the Registration                Statement, the Prospectus, or any amendment or supplement thereto                (other than the  financial  statements,  the notes  thereto,  and                other tabular, financial, statistical and appraisal data included                therein as to which no view need be rendered) contained an untrue                statement of a material  fact or omitted to state a material fact                required to be stated therein or necessary to make the statements                therein,  in light of the  circumstances  under  which  they were                made, not misleading.

         In giving such opinion, such counsel may rely as to all matters of fact on  certificates  of officers or directors of the Company,  the MHC and the Bank and certificates of public officials. The opinion of Luse Lehman Gorman Pomerenk & Schick  shall be  governed  by the  Legal  Opinion  Accord  (Accord)  of the American  Bar  Association  Section of  Business  Law (1991).  The term  Actual Knowledge  as used herein  shall have the meaning set forth in the Accord.  For purposes of such opinion, no proceedings shall be deemed to be pending, no order or stop order shall be deemed to be issued,  and no action shall be deemed to be instituted unless, in each case, a director or executive officer of the Company, the MHC or the Bank shall have received a copy of such

                                       27

proceedings,  order,  stop order or action.  In  addition,  such  opinion may be limited to present  statutes,  regulations and judicial  interpretations  and to





facts as they  presently  exist;  in rendering  such opinion,  such counsel need assume no  obligation  to revise or  supplement  it should the  present  laws be changed by legislative or regulatory action, judicial decision or otherwise; and such counsel need express no view, opinion or belief with respect to whether any proposed  or  pending  legislation,  if  enacted,  or any  proposed  or  pending regulations or policy statements issued by any regulatory agency, whether or not promulgated  pursuant to any such legislation,  would affect the validity of the Offering or any aspect  thereof.  Such counsel may assume that any  agreement is the valid and binding obligation of any parties to such agreement other than the Company, the MHC or the Bank.

         The  favorable  opinion,  dated as of the Closing Date and addressed to the  Agent and for their  benefit,  of the  Bank's  local  counsel,  in form and substance to the effect that, to the best of such counsel's  knowledge,  (i) the Company,  the MHC and the Bank have good and marketable  title to all properties and assets which are  material to the  business of the Company,  the MHC and the Bank and to those properties and assets described in the Registration  Statement and  Prospectus,  as owned  by them,  free  and  clear  of all  liens,  charges, encumbrances or  restrictions,  except such as are described in the Registration Statement and Prospectus, or are not material in relation to the business of the Company,  the MHC and the Bank  considered  as one  enterprise;  (ii) all of the leases and  subleases  material to the business of the Company,  the MHC and the Bank under which the Company, the MHC and the Bank hold properties, as described in the Registration Statement and Prospectus,  are in full force and effect; and (iii) the Bank is duly qualified as a foreign  corporation to transact  business and is in good standing in each  jurisdiction in which its ownership of property or  leasing  of  property  or  the  conduct  of  its  business   requires   such qualification,  unless  the  failure to be so  qualified  in one or more of such jurisdictions  would  not  have a  material  adverse  effect  on the  condition, financial or otherwise, or the business, operations or income of the Bank.

          (d)  At the Closing Date,  the Agent shall have received the favorable                opinion,  dated as of the  Closing  Date,  of Silver,  Freedman &                Taff, L.L.P.,  the Agent's counsel,  with respect to such matters                as the Agent may reasonably  require.  Such opinion may rely upon                the opinions of counsel to the Company, the MHC and the Bank, and                as  to  matters  of  fact,  upon  certificates  of  officers  and                directors of the Company, the MHC and the Bank delivered pursuant                hereto or as such counsel shall reasonably request.

          (e)  At the Closing Date, the Agent shall receive a certificate of the                Chief  Executive  Officer  and  the  Principal  Financial  and/or                Accounting  Officer of the Company,  the MHC and the Bank in form                and substance  reasonably  satisfactory  to the Agent's  Counsel,                dated as of such Closing Date, to the effect that:  (i) they have                carefully  reviewed the Prospectus and, in their opinion,  at the                time  the  Prospectus   became  authorized  for  final  use,  the                Prospectus  did 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 light of the circumstances under which                they were made, not misleading; (ii) since

                                       28

               the date the Prospectus became authorized for final use, no event                has occurred  which should have been set forth in an amendment or                supplement  to the  Prospectus  which has not been so set  forth,                including  specifically,  but without  limitation,  any  material                adverse  change in the condition,  financial or otherwise,  or in                the earnings, capital, properties or business of the Company, the                MHC or the Bank,  and the  conditions set forth in this Section 7                have been satisfied; (iii) since the respective dates as of which                information  is  given  in the  Registration  Statement  and  the                Prospectus,  there  has been no  material  adverse  change in the                condition, financial or otherwise, or in the earnings, capital or                properties of the Company, the MHC or the Bank, independently, or                of  the  Company,  the  MHC  and  the  Bank,  considered  as  one                enterprise,  whether  or not  arising in the  ordinary  course of                business;  (iv) the  representations  and warranties in Section 4                are true and  correct  with the same  force and  effect as though                expressly  made at and as of the Closing  Date;  (v) the Company,                MHC and the Bank have complied in all material  respects with all                agreements  and  satisfied  all  conditions  on their  part to be                performed  or  satisfied at or prior to the Closing Date and will                comply  in all  material  respects  with  all  obligations  to be                satisfied  by  them  after  the  Offering;  (vi)  no  stop  order                suspending the  effectiveness of the  Registration  Statement has                been initiated or, to the best knowledge of the Company,  the MHC                or the Bank, threatened by the Commission or any state authority;                (vii) no order  suspending the Offering or the  effectiveness  of                the  Prospectus  has  been  issued  and no  proceedings  for that                purpose are pending or, to the best knowledge of the Company, the                MHC or the Bank, threatened by the OTS, the Commission, the FDIC,                or any state  authority;  and (viii) to the best knowledge of the                Company,  the MHC or the  Bank,  no person  has  sought to obtain                review of the final action of the OTS approving the Plan.

          (f)  Prior to and at the Closing Date: (i) in the  reasonable  opinion                of the Agent, there shall have been no material adverse change in                the  condition,  financial  or  otherwise,  or in the earnings or                business of the Company, the MHC or the Bank independently, or of                the Company, the MHC and the Bank,  considered as one enterprise,





               from that as of the latest  dates as of which such  condition  is                set forth in the Prospectus other than  transactions  referred to                or contemplated  therein;  (ii) the Company,  the MHC or the Bank                shall not have  received  from the OTS or the FDIC any  direction                (oral or  written) to make any  material  change in the method of                conducting  their business with which it has not complied  (which                direction,  if any,  shall have been  disclosed  to the Agent) or                which   materially  and  adversely  would  affect  the  business,                operations or financial  condition or income of the Company,  the                MHC and the Bank taken as a whole; (iii) the Company, the MHC and                the Bank shall not have been in default  (nor shall an event have                occurred  which,  with  notice  or lapse  of time or both,  would                constitute a default) under any provision of

                                       29

               any   agreement  or  instrument   relating  to  any   outstanding                indebtedness;  (iv) no action,  suit or proceeding,  at law or in                equity or before or by any federal or state commission,  board or                other  administrative   agency,  shall  be  pending  or,  to  the                knowledge of the Company, the MHC or the Bank, threatened against                the  Company,  the MHC or the  Bank  or  affecting  any of  their                properties  wherein an  unfavorable  decision,  ruling or finding                would materially and adversely  affect the business,  operations,                financial  condition  or income of the  Company,  the MHC and the                Bank taken as a whole;  and (v) the Shares have been qualified or                registered for offering and sale or exempted  therefrom under the                securities  or blue sky laws of the  jurisdictions  as the  Agent                shall have reasonably  requested and as agreed to by the Company,                the MHC and the Bank.

          (g)  Concurrently  with the  execution  of this  Agreement,  the Agent                shall  receive a letter from The  Accounting &  Consulting  Group                L.L.P.  dated as of the date of the  Prospectus  and addressed to                the Agent:  (i) confirming that The Accounting & Consulting Group                L.L.P.  is a firm  of  independent  public  accounts  within  the                meaning  of Rule 101 of the Code of  Professional  Ethics  of the                American Institute of Certified Public Accountants and applicable                regulations  of the OTS and stating in effect that in its opinion                the  consolidated  financial  statements,  schedules  and related                notes of the Bank as of September  30, 1999 and 1998 and for each                of the three years in the period ended September 30, 1998, as are                included in the Prospectus and covered by their opinion  included                therein,  comply  as to form in all  material  respects  with the                applicable  accounting  requirements and related  published rules                and  regulations  of the OTS and the 1933 Act;  (ii)  stating  in                effect that, on the basis of certain agreed upon  procedures (but                not an audit  in  accordance  with  generally  accepted  auditing                standards)  consisting  of a  reading  of  the  latest  available                unaudited interim  consolidated  financial statements of the Bank                prepared by the Bank, a reading of the minutes of the meetings of                the Board of Directors and members of the Bank and  consultations                with  officers  of  the  Bank   responsible   for  financial  and                accounting matters,  nothing came to their attention which caused                them to believe  that:  (A) the  unaudited  financial  statements                included in the  Prospectus  are not in conformity  with the 1933                Act, applicable accounting  requirements of the OTS and generally                accepted  accounting  principles applied on a basis substantially                consistent with that of the audited financial statements included                in the Prospectus;  or (b) during the period from the date of the                latest unaudited  consolidated  financial  statements included in                the  Prospectus to a specified  date not more than three business                days  prior to the  date of the  Prospectus,  except  as has been                described   in  the   Prospectus,   there  was  any  increase  in                borrowings, other than normal deposit fluctuations,  by the Bank;                or (c) there was any decrease in the  consolidated  net assets of                the Bank at the date of such letter as compared with amounts

                                       30

               shown in the latest unaudited consolidated statement of condition                included in the  Prospectus;  and (iii) stating that, in addition                to  the  audit  referred  to in  their  opinion  included  in the                Prospectus and the  performance of the procedures  referred to in                clause (ii) of this  subsection  (f), they have compared with the                general  accounting records of the Bank, which are subject to the                internal  controls of the Bank, the  accounting  system and other                data prepared by the Bank, directly from such accounting records,                to the extent  specified  in such  letter,  such  amounts  and/or                percentages  set  forth  in  the  Prospectus  as  the  Agent  may                reasonably request; and they have reported on the results of such                comparisons.

          (h)  At the Closing  Date,  the Agent shall receive a letter dated the                Closing Date,  addressed to the Agent,  confirming the statements                made by The  Accounting & Consulting  Group L.L.P.  in the letter                delivered by it pursuant to subsection (f) of this Section 7, the                specified  date  referred to in clause (ii) of  subsection  (f)





               thereof to be a date specified in such letter, which shall not be                more than three business days prior to the Closing Date.

          (i)  At the Closing  Date,  the Agent  shall  receive a letter from RP                Financial LC, dated the date thereof and addressed to counsel for                the Agent (i)  confirming  that said firm is  independent  of the                Company,  the MHC and the Bank and is  experienced  and expert in                the area of corporate  appraisals  within the meaning of Title 12                of the Code of Federal Regulations, Section 563b.7(f)(1)(i), (ii)                stating  in  effect  that the  Appraisal  prepared  by such  firm                complies   in  all   material   respects   with  the   applicable                requirements of Title 12 of the Code of Federal Regulations,  and                (iii)  further  stating that their  opinion of the  aggregate pro                forma market value of the Company, the MHC and the Bank expressed                in  their  Appraisal  dated as of  December  __,  1999,  and most                recently updated, remains in effect.

          (j)  The Company,  the MHC and the Bank shall not have sustained since                the  date of the  latest  financial  statements  included  in the                Prospectus  any material loss or  interference  with its business                from fire,  explosion,  flood or other  calamity,  whether or not                covered  by  insurance,  or from any  labor  dispute  or court or                governmental action, order or decree, otherwise than as set forth                or contemplated in the Registration  Statement and Prospectus and                since the  respective  dates as of which  information is given in                the Registration  Statement and Prospectus,  there shall not have                been any change in the long- term debt of the Company, the MHC or                the Bank other than debt  incurred in relation to the purchase of                Shares  by the  Bank's  Eligible  Plans,  or any  change,  or any                development  involving a prospective  change, in or affecting the                general affairs,  management,  financial position,  stockholders'                equity or  results  of  operations  of the  Company  or the Bank,                otherwise than as set forth or

                                       31

               contemplated in the  Registration  Statement and Prospectus,  the                effect of  which,  in any such case  described  above,  is in the                Agent's reasonable judgment  sufficiently material and adverse as                to make it  impracticable  or  inadvisable  to  proceed  with the                Subscription  Offering or the delivery of the Shares on the terms                and in the manner contemplated in the Prospectus.

          (k)  At or prior to the Closing Date, the Agent shall  receive:  (i) a                copy of the letters from the OTS  approving  the MHC  Application                and  authorizing  the use of the  Prospectus;  (ii) a copy of the                order from the Commission  declaring the  Registration  Statement                effective;  (iii)  certificate  of  good  standing  from  the OTS                evidencing  the good standing of the Company;  (iv) a certificate                from the FDIC evidencing the Bank's insurance of accounts;  (v) a                certificate of the FHLB-Dallas  evidencing the Bank's  membership                thereof; (vi) a certificate from the OTS evidencing the Company's                and the MHC's  standing as  registered  savings and loan  holding                companies;  (vii) a copy of the Bank's federal stock charter; and                (viii) a copy of the Company's federal charter; and (viii) a copy                of the MHC's federal charter.

          (l)  Subsequent to the date hereof,  there shall not have occurred any                of the  following:  (i) a suspension  or limitation in trading in                securities  generally  on the New York Stock  Exchange  or in the                over-the-counter  market,  or quotations  halted generally on the                Nasdaq, or minimum or maximum prices for trading have been fixed,                or maximum ranges for prices for securities have been required by                either  of  such  exchanges  or  the  NASD  or by  order  of  the                Commission or any other  governmental  authority;  (ii) a general                moratorium on the operations of commercial banks, federal savings                institutions  or  a  general  moratorium  on  the  withdrawal  of                deposits from commercial  banks or federal  savings  institutions                declared  by federal  authorities;  (iii) the  engagement  by the                United  States  in   hostilities   which  have  resulted  in  the                declaration, on or after the date hereof, of a national emergency                or war; or (iv) a material decline in the price of equity or debt                securities if the effect of such a declaration or decline, in the                Agent's   reasonable   judgement,   makes  it   impracticable  or                inadvisable  to proceed  with the Offering or the delivery of the                shares  on  the  terms  and  in the  manner  contemplated  in the                Registration Statement and the Prospectus.

          (m)  At or prior to the Closing Date,  counsel to the Agent shall have                been  furnished  with such  documents  and  opinions  as they may                reasonably  require for the purpose of enabling them to pass upon                the  sale  of the  Shares  as  herein  contemplated  and  related                proceedings   or  in  order  to  evidence   the   occurrence   or                completeness of any of the representations or warranties,  or the                fulfillment of any of the conditions,  herein contained;  and all                proceedings  taken  by  the  Company,  the  MHC or  the  Bank  in                connection with the Offering and the sale

                                       32





               of the Shares as herein  contemplated  shall be  satisfactory  in                form and substance to the Agent and its counsel.

         Section 8. Indemnification.

          (a)  The Company,  the MHC and the Bank jointly and severally agree to                indemnify and hold harmless the Agent,  its  respective  officers                and directors, employees and agents, and each person, if any, who                controls  the Agent  within the meaning of Section 15 of the 1933                Act or Section  20(a) of the 1934 Act,  against any and all loss,                liability, claim, damage or expense whatsoever (including but not                limited to settlement expenses), joint or several, that the Agent                or any of them may  suffer  or to which  the  Agent  and any such                persons may become subject under all applicable  federal or state                laws or  otherwise,  and to promptly  reimburse the Agent and any                such  persons  upon  written  demand for any  expense  (including                reasonable  fees and  disbursements  of counsel)  incurred by the                Agent or any of them in connection with investigating,  preparing                or  defending  any  actions,   proceedings  or  claims   (whether                commenced  or  threatened)  to the extent  such  losses,  claims,                damages,  liabilities  or actions:  (i) arise out of or are based                upon any  untrue  statement  or  alleged  untrue  statement  of a                material  fact  contained in the  Registration  Statement (or any                amendment or supplement thereto), preliminary or final Prospectus                (or any amendment or supplement thereto), the MHC Application (or                any  amendment  or  supplement  thereto),  or any  instrument  or                document  executed by the  Company,  the MHC or the Bank or based                upon written information  supplied by the Company, the MHC or the                Bank filed in any state or  jurisdiction  to  register or qualify                any or all of the Shares or to claim an exemption  therefrom,  or                provided to any state or  jurisdiction to exempt the Company as a                broker-dealer  or  its  officers,   directors  and  employees  as                broker-dealers  or  agent,  under  the  securities  laws  thereof                (collectively,  the Blue  Sky  Application),  or any  document,                advertisement,    oral   statement   or   communication   (Sales                Information)  prepared,  made or executed by or on behalf of the                Company,  the MHC or the Bank with  their  consent  or based upon                written  or oral  information  furnished  by or on  behalf of the                Company,  the  MHC or the  Bank,  whether  or  not  filed  in any                jurisdiction,  in order to qualify or  register  the Shares or to                claim an exemption  therefrom  under the securities laws thereof;                (ii)  arise  out of or are based  upon the  omission  or  alleged                omission  to  state  in  any  of  the   foregoing   documents  or                information,  a material  fact  required to be stated  therein or                necessary  to  make  the  statements  therein,  in  light  of the                circumstances  under  which they were made,  not  misleading;  or                (iii) arise from any theory of liability  whatsoever  relating to                or arising from or based upon the Registration  Statement (or any                amendment or supplement thereto), preliminary or final Prospectus                (or any amendment or supplement thereto), the MHC Application

                                       33

               (or  any   amendment  or  supplement   thereto),   any  Blue  Sky                Application   or  Sales   Information   or  other   documentation                distributed in connection with the Offering;  provided,  however,                that no  indemnification  is required under this paragraph (a) to                the extent such losses, claims,  damages,  liabilities or actions                arise out of or are based upon any untrue  material  statement or                alleged  untrue  material  statement in, or material  omission or                alleged material  omission from, the  Registration  Statement (or                any  amendment  or  supplement  thereto),  preliminary  or  final                Prospectus  (or any  amendment or  supplement  thereto),  the MHC                Application  (or any amendment or supplement  thereto),  any Blue                Sky Application or Sales Information made in reliance upon and in                conformity with information  furnished in writing to the Company,                the MHC or the Bank by the  Agent or its  counsel  regarding  the                Agent  provided,  that it is agreed and understood  that the only                information  furnished in writing to the Company,  the MHC or the                Bank  by the  Agent  regarding  the  Agent  is set  forth  in the                Prospectus;  and,  provided  further,  that such  indemnification                shall be to the extent  permitted by the  Commissioner,  the OTS,                the FDIC and the Board of Governors of the Federal  Reserve.  The                indemnification  provided for in this  paragraph (a) shall not be                applicable with respect to any loss, liability, claim, damage, or                expense  whatsoever if it is  determined  by final  judgment of a                court  having  jurisdiction  over  the  matter  that  such  loss,                liability, claim, damage or expense was primarily a result of the                Agent's willful misconduct or gross negligence.

          (b)  The Agent agrees to indemnify and hold harmless the Company,  the                MHC and the Bank,  their  directors and officers and each person,                if any, who controls the Company,  the MHC or the Bank within the                meaning of  Section  15 of the 1933 Act or  Section  20(a) of the                1934 Act against any and all loss,  liability,  claim,  damage or                expense  whatsoever  (including  but not  limited  to  settlement                expenses),  joint or  several,  which they,  or any of them,  may                suffer or to which they, or any of them may become  subject under                all  applicable  federal  and  state  laws or  otherwise,  and to                promptly  reimburse the Company,  the MHC, the Bank, and any such                persons   upon  written   demand  for  any  expenses   (including





               reasonable fees and  disbursements of counsel)  incurred by them,                or any of them, in connection  with  investigating,  preparing or                defending any actions,  proceedings or claims (whether  commenced                or  threatened)  to the  extent  such  losses,  claims,  damages,                liabilities  or  actions:  (i) arise out of or are based upon any                untrue  statement or alleged untrue  statement of a material fact                contained  in the  Registration  Statement  (or any  amendment or                supplement  thereto),  the MHC  Application  (or any amendment or                supplement thereto),  the preliminary or final Prospectus (or any                amendment or supplement  thereto),  any Blue Sky  Application  or                Sales  Information,  (ii) are based upon the  omission or alleged                omission  to state in any of the  foregoing  documents a material                fact required to be stated therein

                                       34

               or necessary to make the statements  therein, in the light of the                circumstances  under  which they were made,  not  misleading,  or                (iii) arise from any theory of liability  whatsoever  relating to                or arising from or based upon the Registration  Statement (or any                amendment or supplement thereto), preliminary or final Prospectus                (or any amendment or supplement thereto), the MHC Application (or                any amendment or supplement  thereto),or any Blue Sky Application                or  Sales  Information  or  other  documentation  distributed  in                connection with the Offering; provided, however, that the Agent's                obligations  under this Section 8(b) shall exist only if and only                to the extent (i) that such untrue  statement  or alleged  untrue                statement was made in, or such material fact or alleged  material                fact  was  omitted  from,  the  Registration  Statement  (or  any                amendment  or  supplement  thereto),  the  preliminary  or  final                Prospectus  (or any  amendment or  supplement  thereto),  the MHC                Application (or any amendment or supplement thereto), or any Blue                Sky  Application  or Sales  Information  in reliance  upon and in                conformity with information  furnished in writing to the Company,                the MHC or the Bank by the  Agent or its  counsel  regarding  the                Agent,  provided,  that it is agreed and understood that the only                information  furnished in writing to the Company,  the MHC or the                Bank  by the  Agent  regarding  the  Agent  is set  forth  in the                Prospectus.  The  indemnification  provided for in this Section 8                (b) shall not be applicable with respect to any loss,  liability,                claim, damage, or expense whatsoever if it is determined by final                judgment of a court having jurisdiction over the matter that such                loss, liability,  claim, damage or expense was primarily a result                of the Company's,  the MHC's or the Bank's willful  misconduct or                gross negligence.

          (c)  Each  indemnified  party shall give prompt written notice to each                indemnifying  party of any  action,  proceeding,  claim  (whether                commenced  or  threatened),  or  suit  instituted  against  it in                respect of which indemnity may be sought  hereunder,  but failure                to so notify an indemnifying  party shall not relieve it from any                liability  which  it may have on  account  of this  Section  8 or                otherwise.  An  indemnifying  party  may  participate  at its own                expense in the  defense of such  action.  In  addition,  if it so                elects within a reasonable time after receipt of such notice,  an                indemnifying party,  jointly with any other indemnifying  parties                receiving  such  notice,  may assume  defense of such action with                counsel chosen by it and approved by the indemnified parties that                are defendants in such action,  unless such  indemnified  parties                reasonably object to such assumption on the ground that there may                be legal defenses available to them that are different from or in                addition to those  available to such  indemnifying  party.  If an                indemnifying  party  assumes  the  defense  of such  action,  the                indemnifying  parties  shall  not be  liable  for  any  fees  and                expenses  of  counsel  for  the  indemnified   parties   incurred                thereafter in connection  with such action,  proceeding or claim,                other than reasonable costs

                                       35

               of investigation.  In no event shall the indemnifying  parties be                liable for the fees and expenses of more than one  separate  firm                of attorneys (and any special  counsel that said firm may retain)                for each  indemnified  party in  connection  with any one action,                proceeding  or claim or separate but similar or related  actions,                proceedings or claims in the same jurisdiction arising out of the                same general allegations or circumstances.

          (d)  The  agreements  contained  in this  Section  8 and in  Section 9                hereof and the representations and warranties of the Company, the                MHC  and the  Bank  set  forth  in this  Agreement  shall  remain                operative  and in full  force and effect  regardless  of: (i) any                investigation  made by or on behalf  of agent or their  officers,                directors or controlling persons,  agent or employees or by or on                behalf  of the  Company,  the MHC or the  Bank  or any  officers,                directors  or  controlling  persons,  agent or  employees  of the                Company,  the  MHC or the  Bank;  (ii)  delivery  of and  payment                hereunder  for the  Shares;  or  (iii)  any  termination  of this





               Agreement.

         Section 9.  Contribution.  In order to provide  for just and  equitable contribution  in  circumstances  in which the  indemnification  provided  for in Section 8 is due in  accordance  with its terms but is for any reason  held by a court to be unavailable  from the Company,  the MHC, the Bank or the Agent,  the Company,  the MHC,  the Bank and the Agent  shall  contribute  to the  aggregate losses, claims, damages and liabilities (including any investigation,  legal and other  expenses  incurred in connection  with, and any amount paid in settlement of, any action,  suit or proceeding of any claims asserted,  but after deducting any  contribution  received by the Company,  the MHC, the Bank or the Agent from persons  other  than  the  other  party  thereto,  who may  also be  liable  for contribution)  in such  proportion  so that the  Agent is  responsible  for that portion  represented by the percentage  that the fees paid to the Agent pursuant to  Section 2 of this  Agreement  (not  including  expenses)  bears to the gross proceeds  received by the Company  from the sale of the Shares in the  Offering, and the Company,  the MHC and the Bank shall be responsible for the balance. If, however,  the allocation provided above is not permitted by applicable law or if the indemnified  party failed to give the notice required under Section 8 above, then each indemnifying  party shall contribute to such amount paid or payable by such indemnified  party in such proportion as is appropriate to reflect not only such relative fault of the Company, the MHC and the Bank on the one hand and the Agent on the other in connection with the statements or omissions which resulted in such losses,  claims,  damages or  liabilities  (or actions,  proceedings  or claims in respect  thereto),  but also the  relative  benefits  received  by the Company,  the MHC and the Bank on the one hand and the Agent on the  other  from the Offering (before deducting expenses). The relative fault shall be determined by  reference  to,  among other  things,  whether  the untrue or alleged  untrue statement  of a material  fact or the  omission  or alleged  omission to state a material fact relates to information supplied by the Company, the MHC and/or the Bank on the one hand or the Agent on the other and the parties' relative intent, good faith,  knowledge,  access to  information  and  opportunity  to correct or prevent such statement or omission. The Company, the MHC, the Bank and the Agent agree that it would not be just and equitable if  contribution  pursuant to this Section 9 were determined by pro-rata allocation or by any other

                                       36

method  of   allocation   which  does  not  take  into  account  the   equitable considerations  referred to above in this  Section 9. The amount paid or payable by  an  indemnified  party  as a  result  of  the  losses,  claims,  damages  or liabilities (or actions,  proceedings or claims in respect thereof)  referred to above in this  Section 9 shall be deemed to include any legal or other  expenses reasonably  incurred by such indemnified party in connection with  investigating or defending any such action,  proceeding or claim. It is expressly  agreed that the Agent shall not be liable for any loss, liability,  claim, damage or expense or be required  to  contribute  any amount  which in the  aggregate  exceeds the amount paid (excluding reimbursable expenses) to the Agent under this Agreement. It is understood  that the above stated  limitation on the Agent's  liability is essential  to the  Agent and that the Agent  would  not have  entered  into this Agreement  if such  limitation  had not been  agreed to by the  parties  to this Agreement.  No person found guilty of any fraudulent  misrepresentation  (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to  contribution from any person who was not found guilty of such  fraudulent  misrepresentation. The  obligations  of the Company,  the MHC and the Bank under this Section 9 and under Section 8 shall be in addition to any liability  which the Company and the Bank may  otherwise  have.  For purposes of this Section 9, each of the Agent's, the Company's,  the MHC or the Bank's officers and directors and each person, if any,  who  controls  the Agent or the  Company or the MHC or the Bank within the meaning  of the  1933  Act and the  1934 Act  shall  have  the  same  rights  to contribution as the Agent, the Company,  the MHC or the Bank. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit,  claim or  proceeding  against  such party in respect of which a claim for contribution may be made against another party under this Section 9, will notify such party from whom  contribution may be sought,  but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other  obligation it may have hereunder or otherwise than under this Section 9.

         Section 10. Survival of Agreements,  Representations  and  Indemnities. The respective  indemnities of the Company,  the MHC, the Bank and the Agent and the representations and warranties and other statements of the Company, the MHC, the Bank and the Agent set forth in or made  pursuant  to this  Agreement  shall remain in full force and effect,  regardless of any  termination or cancellation of this Agreement or any  investigation  made by or on behalf of the Agent,  the Company,  the MHC, the Bank or any  controlling  person referred to in Section 8 hereof,  and shall  survive the  issuance of the Shares,  and any  successor  or assign of the Agent,  the Company,  the MHC, the Bank, and any such  controlling person  shall  be  entitled  to  the  benefit  of  the  respective   agreements, indemnities, warranties and representations.

         Section 11.  Termination.  The Agent may  terminate  this  Agreement by giving  the  notice  indicated  below in this  Section 11 at any time after this Agreement becomes effective as follows:

          (a)  In the  event  the  Company  fails to sell the  required  minimum                number of the Shares by _________,  2000, and in accordance  with                the provisions of the Plan or as required by the MHC Regulations,                and applicable law, this Agreement shall terminate upon refund by                the Company to each person who has  subscribed for or ordered any                of the Shares the full amount which it may





                                       37

               have  received  from  such  person,  together  with  interest  as                provided in the Prospectus,  and no party to this Agreement shall                have any obligation to the other hereunder, except for payment by                the  Company,  the MHC and/or  the Bank as set forth in  Sections                2(a), 6, 8 and 9 hereof.

          (b)  If any of the  conditions  specified  in Section 7 shall not have                been  fulfilled  when and as  required by this  Agreement  unless                waived in writing, or by the Closing Date, this Agreement and all                of the Agent's  obligations  hereunder  may be  cancelled  by the                Agent  by  notifying  the  Company,  the MHC and the Bank of such                cancellation in writing or by telegram at any time at or prior to                the  Closing  Date,  and any such  cancellation  shall be without                liability  of any party to any other  party  except as  otherwise                provided in Sections 2(a), 6, 8 and 9 hereof.

          (c)  If the Agent  elects to terminate  this  Agreement as provided in                this Section, the Company, the MHC and the Bank shall be notified                promptly by telephone or telegram, confirmed by letter.

         The Company,  the MHC and the Bank may terminate  this Agreement in the event the Agent is in material breach of the  representations  and warranties or covenants  contained  in Section 5 and such  breach has not been cured after the Company,  the MHC and the Bank  have  provided  the  Agent  with  notice of such breach.

         This Agreement may also be terminated by mutual written  consent of the parties hereto.

         Section 12. Notices.  All  communications  hereunder,  except as herein otherwise specifically  provided,  shall be mailed in writing and if sent to the Agent shall be mailed,  delivered or telegraphed and confirmed to Charles Webb & Company,  a Division of Keefe,  Bruyette & Woods,  Inc., 211 Bradenton,  Dublin, Ohio 43017-3514,  Attention: Patricia A. McJoynt, Executive Vice President (with a copy to Silver, Freedman & Taff, L.L.P., Attention: Martin L. Meyrowitz, P.C.) and, if sent to the Company, the MHC and the Bank, shall be mailed, delivered or telegraphed  and  confirmed  to the  Company,  the MHC and the  Bank at 500 10th Street, Alamogordo, New Mexico 88310-0690, Attention: Miles Ledgewood, President (with a copy to Luse Lehman Gorman Pomerenk & Schick, Attention: Eric Luse).

         Section  13.  Parties.  The  Company,  the MHC and the  Bank  shall  be entitled to act and rely on any request,  notice,  consent,  waiver or agreement purportedly  given on behalf of the Agent when the same shall have been given by the  undersigned.  The Agent shall be  entitled to act and rely on any  request, notice, consent, waiver or agreement purportedly given on behalf of the Company, the MHC or the Bank,  when the same shall have been given by the  undersigned or any other  officer of the Company,  the MHC or the Bank.  This  Agreement  shall inure  solely to the  benefit  of, and shall be  binding  upon,  the Agent,  the Company, the MHC, the Bank, and their respective  successors and assigns, and no other person  shall have or be  construed to have any legal or equitable  right, remedy

                                       38

or claim under or in respect of or by virtue of this  Agreement or any provision herein  contained.  It is  understood  and  agreed  that this  Agreement  is the exclusive agreement among the parties hereto, and supersedes any prior agreement among the  parties  and may not be varied  except in  writing  signed by all the parties.

         Section 14. Closing.  The closing for the sale of the Shares shall take place on the Closing Date at such location as mutually  agreed upon by the Agent and the Company,  the MHC and the Bank. At the closing, the Company, the MHC and the Bank shall deliver to the Agent in next day funds the commissions,  fees and expenses  due and owing to the Agent as set forth in Sections 2 and 6 hereof and the  opinions  and  certificates  required  hereby  and other  documents  deemed reasonably  necessary by the Agent shall be executed and delivered to effect the sale of the  Shares as  contemplated  hereby  and  pursuant  to the terms of the Prospectus.

         Section 15. Partial Invalidity.  In the event that any term,  provision or covenant herein or the application  thereof to any  circumstance or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term,  provision or covenant to any other  circumstances or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law.

         Section  16.  Construction.   This  Agreement  shall  be  construed  in accordance with the laws of the State of Kansas.

         Section 17.  Counterparts.  This  Agreement may be executed in separate counterparts,  each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

         If the  foregoing  correctly  sets  forth  the  arrangement  among  the Company,  the MHC, the Bank and the Agent, please indicate acceptance thereof in





the space provided below for that purpose, whereupon this letter and the Agent's acceptance shall constitute a binding agreement.

         Section 18. Entire Agreement.  This Agreement,  including schedules and exhibits hereto,  which are integral parts hereof and incorporated as though set forth in full,  constitutes the entire agreement between the parties  pertaining to the subject matter hereof  superseding  any and all prior or  contemporaneous oral  or  prior   written   agreements,   proposals,   letters   of  intent  and understandings,  and cannot be modified, changed, waived or terminated except by a writing  which  expressly  states  that it is an  amendment,  modification  or waiver, refers to this Agreement and is signed by the party

                                       39

to be charged.  No course of conduct or dealing  shall be  construed  to modify, amend or otherwise affect any of the provisions hereof.

                                               Very truly yours,

ALAMOGORDO FINANCIAL                           ALAMOGORDO FEDERAL SAVINGS AND CORPORATION                                    LOAN ASSOCIATION

By Its Authorized                              By Its Authorized Representative:                                Representative:

- ----------------------------                   --------------------------------- Miles Ledgerwood                               Miles Ledgerwood Chairman                                       Chairman

AF MUTUAL HOLDING COMPANY

By Its Authorized Representative:

- ---------------------------- Miles Ledgerwood Chairman

Accepted as of the date first above written

Charles Webb & Company, a Division Keefe, Bruyette & Woods, Inc.

By Its Authorized Representative:

- ----------------------------- Patricia A. McJoynt Executive Vice President

                                       40 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Answer: 26287


Question: Exhibit 4

Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement

INTELLECTUAL PROPERTY RIGHTS AGREEMENT   Synchron, a California corporation having a principal place of business at 3550 General Atomics Court, San Diego, CA 92121-1122 (or one or more Affiliates, the Investor), and Rare Element Resources Ltd., a British Columbia Corporation having a principal place of business at P.O. Box 271049, Littleton, Colorado 80127 (the Company) (Investor and Company each a Party and together the Parties), agree as follows:   I. Background of Agreement   1.00 Company is the owner of certain Patents and related Technical Information relating to rare earth mineral processing and rare earth separation.   1.01 Investor wishes to acquire certain rights under the Patents and related Technical Information in accordance with the terms of this IP Agreement.   1.02 Company and Investor are concurrently entering into an Investment Agreement (Investment Agreement) whereby Investor is making a monetary investment in Company.   1.03 Company is issuing the Option pursuant to which Investor will be entitled to purchase common shares of Company.   II. Definitions   As used herein, the following terms have the meaning set forth below:   2.01 Any term set out in this IP Agreement with its initial letters capitalized, shall have the same meaning as it has in the Investment Agreement, unless a different meaning is explicitly assigned to the term in this IP Agreement.   2.02 Affiliate has the meaning set forth in the Investment Agreement.   2.03 Business Day has the meaning set forth in the Investment Agreement.   2.04 Company has the meaning set out above in the introductory paragraph.   2.05 Company Improvements has the meaning set out below in Article 5.00.

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Source: RARE ELEMENT RESOURCES LTD, SC 13D, 10/19/2017





Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   2.06 Dispute has the meaning set out below in Article 18.00.   2.07 Dispute Notice has the meaning set out below in Article 18.00.   2.08 Effective Date has the meaning of the Closing Date set forth in the Investment Agreement.   2.09 Escalation to Mediation Date has the meaning set out below in Article 18.01.   2.10 Improvement or Improvements means any modification of a process or other technology described in a Patent, and any modification to Technical Information.   2.11 Investment Agreement has the meaning set out above in Article 1.02.   2.12 Investor has the meaning set out above in the introductory paragraph.   2.13 Investor Improvements has the meaning set out below in Article 5.01.   2.14 IP Agreement means this agreement, including all Exhibits referenced herein and attached hereto.   2.15 Joint Improvements has the meaning set out below in Article 5.02.   2.16 Option has the meaning set forth in the Investment Agreement.   2.17 Option Period has the meaning set forth in the Investment Agreement.   2.18 Patent or Patents means: (a) any and all patents and patent applications owned by Company anywhere in the world as of the Effective Date relating to rare earth mineral processing and rare earth separation including without limitation those patents and patent applications listed in Exhibit A; (b) any and all divisions, continuations, continuations-in-part of any of the patents and patent applications within subdivision (a); (c) any and all patents that may directly or indirectly issue from any patent applications within subdivisions (a) and (b); (d) any and all re- issues, substitutes and extensions of any of the patents within subdivisions (a), (b) and (c); and (e) any and all counterparts or equivalents to any of the foregoing in any country of the world.   2.19 Party and Parties have the meanings set out above in the introductory paragraph.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   2.20 Person has the meaning set forth in the Investment Agreement.   2.21 Technical Information means research and development information that is published or unpublished, unpatented inventions, know-how, trade secrets, and technical data in the possession of Company at the Effective Date of this IP Agreement or developed by Company during the term of this IP Agreement that relate to rare earth mineral processing and rare earth separation.   2.22 Third Party means a Person other than Investor, the Company or one of their Affiliates.   III. License   3.00 Company grants to Investor, for the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) under the Patents to practice the methods therein described and claimed and to make and have made, use, offer to sell, sell and import products made using such methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.   3.01 Company further grants to Investor, during the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) to use the Technical Information to practice the methods described and claimed in the Patents and to make and have made, use, offer to sell, sell and import products made using the methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.   3.02 If the Option is not exercised prior to the expiration of the Option Period, then Company agrees to extend the license grants set forth in Articles 3.00 and 3.01 beyond the expiration of the Option Period, subject to an annual licensing fee paid by Investor to Company. The non- exclusive rights granted to Investor under this Article 3.02 do not include the right to grant sublicenses to Third Parties. The amount and parameters of the annual licensing fee shall be commercially reasonable, as determined by an independent expert who is mutually agreeable to the Parties and whose determination shall be final and binding; provided, however, that if the Parties cannot agree on the independent expert, each Party shall designate an expert of their choice and the two experts designated by the Parties shall work together in good faith to identify and designate a third, independent expert whose determination shall be binding.

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Source: RARE ELEMENT RESOURCES LTD, SC 13D, 10/19/2017





Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   3.03 If the Option is exercised before the expiration of the Option Period, the license grants set forth in Articles 3.00 and 3.01 will become exclusive to Investor for a perpetual term, shall not be subject to a licensing fee, the granted licenses in favor of the Investor shall be deemed fully paid-up, and the rights granted to Investor under Articles 3.00 and 3.01 shall include the right to grant sublicenses to Third Parties.   3.04 Prior to the earlier of Investor exercising the Option and the expiration of the Option Period, Company will not grant to any Third Party any rights to the Patents or to the Technical Information that extend beyond the expiration of the Option Period.   3.05 The licenses granted in Articles 3.01 to 3.04 of this IP Agreement are subject to a reserved non-exclusive license in the Company to practice the methods described and claimed in the Patents and to make, have made, use, offer to sell, sell and import rare earth products made using such methods, and to use the Technical Information to practice the methods described and claimed in the Patents for such purposes. Such reserved non-exclusive license shall be solely for use by the Company and its Affiliates and shall not be transferable to any Third Party, except in connection with a merger, consolidation, or the sale or transfer of substantially all of the Company's assets associated with the performance of this IP Agreement.   3.06 Investor will not disclose to Third Parties any unpublished Technical Information furnished by Company to Investor during the term of this IP Agreement, or any time thereafter; provided, however, that disclosure may be made of any such Technical Information at any time (i) with the prior written consent of Company, (ii) to Affiliates of Investor, (iii) to Third Parties, in confidence, if and when the Option is exercised before the expiration of the Option Period, (iv) after such Technical Information has become public through no fault of Investor, (v) if such Technical Information is received from a third person who had a right to disclose it, (vi) if Investor can show such Technical Information was independently developed without access to any such Technical Information, or (vii) if Investor can demonstrate such Technical Information was in its rightful possession free of any obligation of confidentiality prior to its first receipt from Company.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   3.07 The licenses and other rights of Investor set forth in this IP Agreement are an encumbrance on (and thus run with) the Patents and Technical Information, and shall be enforceable against any entity having or obtaining ownership of, or the right to enforce, any of the Patents and Technical Information or any rights therein. Company shall obligate any Person to whom Company assigns or otherwise confers an ownership interest or right to enforce any of the Patents and Technical Information or any rights therein to: (a) fully honor in all respects all of the rights and licenses granted to Investor under this IP Agreement; and (b) obligate all subsequent assignees or other Persons who obtain an ownership interest or right to enforce any of the Patents and Technical Information or any rights therein to (i) similarly fully honor all of the foregoing in all respects, and (ii) expressly flow down all of the foregoing (including, without limitation, this flow down obligation) in all subsequent assignments or other agreements that confer an ownership interest or right to enforce any of the Patents and Technical Information or any rights therein. Any assignment or agreement or other transaction by Company that fails to be in complete compliance with this Article 3.07 or any other provision of this IP Agreement shall be null and void.   3.08 Company does not warrant the accuracy of Technical Information provided to Investor hereunder. Subject to and except for any indemnification obligations under Article 3.09 below, Company will not be under any liability arising out of the supplying of Technical Information under, in connection with, or as a result of this IP Agreement, whether on warranty, contract, negligence or otherwise.   3.09 Company represents that to the best of its knowledge, the methods described and claimed in the Patents and the Technical Information, and the products produced thereby in accordance with such information, will be free from claims of infringement of the patents and copyrights of any Third Party. Company further represents that it has not received any written notice of a claim and otherwise has no knowledge that the methods described and claimed in the Patents and the Technical Information, and the products produced thereby in accordance with such information, violate or infringe upon the rights of any Person. Company shall indemnify and hold harmless Investor, Investors' Affiliates, and their officers and directors, and their direct and indirect customers, to the fullest extent permitted by applicable law, from and against any and all losses, liabilities, obligations, claims, contingencies, damages, diminution in value, deficiencies, actions, proceedings, taxes, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation as incurred, arising out of or relating to any breach of any of the representations made in this Article 3.09.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   3.10 Company represents and warrants that the definitions of Patents and Technical Information cover and include all patents, patent applications, patent rights, research and development information, inventions, know-how, trade secrets, and technical data used by the Company in its business at the Effective Date of this IP Agreement that relate to rare earth mineral processing and rare earth separation.   IV. Prosecution of the Patents   4.00 Company will have the sole right to file, prosecute, and maintain all Patents covering the inventions that are the property of Company and will have the right to determine whether or not, and where, to file a patent application, to abandon the prosecution of any patent or patent application, or to discontinue the maintenance of any patent or patent application. Notwithstanding the foregoing, if Company elects to abandon any patent application, to not pay maintenance fees or annuities to keep a patent in force, or to otherwise take or fail to take any action that will result in a loss of patent rights, Company shall give Investor at least sixty (60) days prior written notice and an opportunity to take over the prosecution of the patent application that would be abandoned and/or pay the fees necessary to keep the patent in force and/or take any other action necessary to avoid the loss of patent rights. In the event that Investor takes over the prosecution of a patent application or maintenance of a patent under this Article 4.00, Company shall retain ownership of the patent application or patent, and the patent shall remain subject to this IP Agreement.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   V. Improvements   5.00 Improvements made or acquired solely by the Company (Company Improvements) during the term of this IP Agreement shall be deemed Technical Information hereunder and shall be subject to the license provisions set forth in Article III for Technical Information. Any patent applications and any patents relating to any Company Improvements shall be deemed Patents hereunder and shall be subject to the license provisions set forth in Article III for Patents.   5.01 Investor shall own all right, title and interest in any Improvement made or acquired by the Investor (Investor Improvement). Investor hereby agrees to grant to Company a non-exclusive, irrevocable, royalty-free license under any Investor Improvement and any patent claiming such Investor Improvement, solely for use in rare earth mineral processing and rare earth separation, to make and have made, use, offer to sell, sell and import products made using the Investor Improvements. Such rights to Investor Improvements shall be solely for use by the Company and its Affiliates and shall not be transferable to any Third Party, except in connection with a merger, consolidation, or the sale or transfer of substantially all of Company's assets associated with performance under this IP Agreement.   5.02 Investor shall own all right, title and interest in any Improvement made jointly by Company and Investor (Joint Improvements) during the term of this IP Agreement, and Company agrees to and hereby does assign to Investor any right, title and interest it may otherwise have in any Joint Improvement.   5.03 Investor hereby agrees to grant to Company a non-exclusive, irrevocable, royalty-free license under any Joint Improvement and any patent claiming such Joint Improvement solely for use in rare earth mineral processing and rare earth separation. Such rights to Joint Improvements shall be solely for use by the Company and shall not be transferable to any Third Party except in connection with a merger, consolidation, or the sale or transfer of substantially all of Company's assets associated with performance under this IP Agreement.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   5.04. For the avoidance of doubt, all right, title and interest in intellectual property, whether or not patented, that is made or acquired by one Party or its Affiliate after the Effective Date of this IP Agreement, that is wholly unrelated to the Patents and Technical Information, shall be owned by said Party or its Affiliate.   VI. Representations and Disclaimer of Warranties   6.00 SUBJECT TO AND EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 3.09 ABOVE, NOTHING IN THIS IP AGREEMENT WILL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY COMPANY OF THE ACCURACY, SAFETY OR USEFULNESS FOR ANY PURPOSE OF ANY TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES AT ANY TIME MADE AVAILABLE BY COMPANY. COMPANY WILL HAVE NO LIABILITY WHATSOEVER TO INVESTOR OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS OR DAMAGE OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGES ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON INVESTOR OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM: (A) THE PRODUCTION, USE OR SALE OF ANY APPARATUS OR PRODUCT OR METHOD, OR THE PRACTICE OF THE PATENTS BY INVESTOR OR ITS ASSIGNS; (B) THE USE BY INVESTOR OR ITS ASSIGNS OF ANY TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES DISCLOSED BY COMPANY; OR (C) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES BY INVESTOR OR ITS ASSIGNS WITH RESPECT TO ANY OF THE FOREGOING, AND INVESTOR WILL HOLD COMPANY, AND ITS OFFICERS, EMPLOYEES AND AGENTS, HARMLESS IN THE EVENT COMPANY, OR ITS OFFICERS, EMPLOYEES OR AGENTS, IS HELD LIABLE.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   6.01 NOTHING IN THIS IP AGREEMENT WILL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY INVESTOR OF THE ACCURACY, SAFETY OR USEFULNESS FOR ANY PURPOSE OF ANY IMPROVEMENTS AT ANY TIME MADE AVAILABLE BY INVESTOR. INVESTOR WILL HAVE NO LIABILITY WHATSOEVER TO COMPANY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS OR DAMAGE OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGES ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON COMPANY OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM: (A) THE PRODUCTION, USE OR SALE OF ANY APPARATUS OR PRODUCT OR METHOD, OR THE PRACTICE OF ANY IMPROVEMENTS AT ANY TIME BY THE COMPANY, ITS AFFILIATES OR ASSIGNS; (B) THE USE OF ANY IMPROVEMENTS AT ANY TIME MADE AVAILABLE BY INVESTOR BY THE COMPANY, ITS AFFILIATES OR ASSIGNS; OR (C) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES BY COMPANY ITS AFFILIATES OR ASSIGNS WITH RESPECT TO ANY OF THE FOREGOING, AND COMPANY WILL HOLD INVESTOR, AND ITS OFFICERS, EMPLOYEES AND AGENTS, HARMLESS IN THE EVENT INVESTOR, OR ITS OFFICERS, EMPLOYEES OR AGENTS, IS HELD LIABLE.   VII. Litigation   7.00 Investor will notify Company of any suspected infringement of the Patents. Subject to Article 7.01 below, the sole right to institute a suit for infringement of the Patents rests with Company. Investor agrees to reasonably cooperate with Company in such suit for infringement, including requesting Investor's employees or consultants to testify when requested by Company in writing, making available records, papers, information, specimens, and the like, provided and only to the extent such is reasonably necessary to prosecute the suit. For the avoidance of doubt, nothing in this Article 7.00 shall require Investor to join any such suit as a party, and Company shall not seek to join Investor to any such suit as a party absent the express written consent of Investor. Any recovery received pursuant to such suit will first go to Investor to reimburse Investor for any costs and expenses (including attorneys' fees) reasonably incurred by Investor in cooperating with Company in the suit, and any remaining amounts shall be retained by Company.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   7.01 If, after the Option is exercised before the expiration of the Option Period such that the license grants set forth in Articles 3.00 and 3.01 have become exclusive under Article 3.03, Company does not enforce the Patents, through legal action or otherwise, Investor may enforce the Patents and Company agrees to reasonably cooperate with Investor in such suit for infringement, including requesting Company's employees or consultants to testify when requested by Investor in writing, making available records, papers, information, specimens, and the like, provided and only to the extent such is reasonably necessary to prosecute the suit. For the avoidance of doubt, nothing in this Article 7.01 shall require Company to join any such suit as a party, and Investor shall not seek to join Company to any such suit as a party absent the express written consent of Company; provided, however, if Company elects not to give its express written consent to be joined as a party, but joinder is required in order for Investor to file or maintain legal action to enforce any Patents, Company agrees that if requested by Investor, Company will negotiate and enter into an amendment to this IP Agreement to the extent necessary for Investor to file or maintain legal action to enforce the Patents. Any recovery received pursuant to such suit will first go to Company to reimburse Company for any costs and expenses (including attorneys' fees) reasonably incurred by Company in cooperating with Investor in the suit, and any remaining amounts shall be retained by Investor.   VIII. Non-assignability   8.00 This IP Agreement imposes personal obligations on Investor. Investor will not assign to any Third Party any rights under this IP Agreement not specifically transferable by its terms without the prior written consent of Company, such consent not to be unreasonably withheld. For the avoidance of doubt and notwithstanding the foregoing: (1) such rights are assignable by Investor to an Affiliate of Investor, and (2) Investor's rights in Investor Improvements and Joint Improvements shall be freely assignable by Investor to any Person.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   IX.Severability   9.00 The Parties agree that if any part, term or provision of this IP Agreement is found illegal or in conflict with any valid controlling law, the validity of the remaining provisions will not be affected thereby.   9.01 Should any provision of this IP Agreement be held by a court of law to be illegal, invalid or unenforceable, such provision shall be replaced by such provision as most closely reflects the intent of the invalid provision, and the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.   X. Waiver, Integration, Alteration   10.00 The waiver of a breach hereunder may be effected only by a writing signed by the waiving Party and will not constitute a waiver of any other breach.   10.01 This IP Agreement, together with the Investment Agreement and any other documents or agreements executed in connection with the transactions contemplated thereunder, represents the entire understanding between the Parties, and supersedes all other agreements, express or implied, between the Parties concerning the Patents and Technical Information.   XI. Execution   11.00 This IP Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to each other Party, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a .pdf format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   XII. Cooperation   12.00 Each Party will execute any instruments reasonably believed by the other Party to be necessary to implement the provisions of this IP Agreement.   XIII. Construction   13.00 This IP Agreement will be construed in accordance with the substantive laws of the state of New York and of the United States of America.   XIV. Exportation of Technical Information   14.00 Investor agrees that it will not export the Technical Information furnished to Investor either directly or indirectly by Company, to any destination or Person prohibited by the U.S. Export Administration Regulations or other U.S. export control laws and regulations.   14.01 Company agrees that it will not export any information relating to Improvements or otherwise furnished to Investor either directly or indirectly by Investor Company, to any destination or Person prohibited by the U.S. Export Administration Regulations or other U.S. export control laws and regulations.   XV. Notices Under this IP Agreement   15.00 All written communications and notices between the Parties relating to this IP Agreement shall be made in the manner set forth in the Investment Agreement.   XVI. Term and Termination   16.00 Unless earlier terminated in accordance with the terms of this Article XVI, this IP Agreement and the licenses granted herein will continue in effect from the Effective Date until the expiration of the last to expire of the Patents and any additional period of time thereafter that any of the Patents remain enforceable such as in the United States where a party can sue for infringement after a patent expires and seek damages for any infringement of the patent during the six years immediately preceding the filing of a suit for infringement.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   16.01 Investor at any time may provide written notice to Company of a material breach of this IP Agreement. If Company fails to cure the identified breach within thirty (30) days after the date of the notice, Investor may terminate this IP Agreement by written notice to Company.   16.02 If the Option is not exercised before the expiration of the Option Period, Company may provide written notice to Investor of a material breach of this IP Agreement. If Investor fails to cure the identified breach within thirty (30) days after the date of the notice, Company may terminate this IP Agreement by written notice to Investor. If the Option is exercised before the expiration of the Option Period, Company may not terminate this IP Agreement for material breach.   16.03 The following provisions of this IP Agreement shall survive termination of this IP Agreement: Article I, Article II, Articles 3.08 and 3.09, Article V (as to Improvements made or acquired during the term of the IP Agreement), Article VI, and Articles VIII-XVIII. In addition, for as long as there continues to exist Technical Information of use by Investor in its business, any rights or licenses Investor has in Technical Information under this Agreement shall survive termination of this IP Agreement under Article 16.00 but not termination under Articles 16.01 or 16.02 for material breach.   XVII. Bankruptcy   17.00 Each Party acknowledges that all rights, covenants and licenses granted by one Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to intellectual property as defined under Section 101(35A) of the Bankruptcy Code. Each Party acknowledges this IP Agreement is an Executory Contract and that should any Party become a petitioner under the Bankruptcy Code, §365(n) applies to this IP Agreement and the rights afforded thereunder apply. Each Party further acknowledges that if such Party, as a debtor in possession or a trustee-in-bankruptcy in a case under the Bankruptcy Code, rejects this IP Agreement, the other Party may elect to retain their rights under this IP Agreement as provided in Section 365(n) of the Bankruptcy Code. Any change of control resulting from any such bankruptcy proceeding shall be subject to the rights and licenses granted in this IP Agreement. Each Party agrees that to the extent the Bankruptcy laws of Canada provide the same or similar rights to a licensee as Section 365(n) of the U.S. Bankruptcy Code, a Party may exercise such same or similar rights as specified herein as to the rights under the U.S. Bankruptcy Code.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   XVIII. Governing Law; Jurisdiction; Dispute Resolution   18.00 Exclusive Dispute Resolution Mechanism. The procedures set forth in this Article XVIII shall be the exclusive mechanism for resolving any dispute that may arise from time to time relating to this IP Agreement (Dispute). Either Party may commence the procedures contemplated by this Article XVIII by written notice to the other that a Dispute has arisen (a Dispute Notice).   18.01 Negotiations. The Parties shall first attempt in good faith to resolve any Dispute by negotiation and consultation between themselves, including without limitation not fewer than two (2) negotiation sessions which shall occur within ten (10) Business Days of the Dispute Notice. In the event that such dispute is not resolved on an informal basis by the conclusion of the second negotiation session, or, if either Party has not participated in negotiation sessions as to which notice has been given (the last day of such time period, the Escalation to Mediation Date), either Party may initiate mediation under Article 18.02.   18.02 Mediation.   (a) Either Party may, at any time after the Escalation to Mediation Date, submit the Dispute for mediation. The Parties shall cooperate with one another in selecting a neutral mediator and in scheduling the mediation proceedings. Each Party covenants that they will use commercially reasonable efforts in participating in the mediation. Each Party shall prepare for the mediator a written request for mediation, setting forth the subject of the Dispute, the position and supporting documentation of such Party, and the relief requested. Each Party agrees that the mediator's fees and expenses and the costs incidental to the mediation will be shared equally between the Parties.

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Rare Element Resources Ltd.  EXECUTION COPY   IP Rights Agreement   (b) The Parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by the Parties, their agents, employees, experts, and attorneys, and by the mediator, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.   18.03 Litigation or Arbitration as a Final Resort. If the Parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of the Parties to agree to enter into mediation or agree to any settlement proposed by the mediator, within sixty (60) days after the Escalation to Mediation Date, either the Company or the Holder may file suit in a court of competent jurisdiction in accordance with Article 18.04.   18.04 Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this IP Agreement shall be determined in accordance with the provisions of the Investment Agreement.   IN WITNESS WHEREOF, the Parties have caused this IP Agreement to be executed by their duly authorized officers on the respective dates herein set forth.  Rare Element Resources Ltd.  By: /s/ Randall J. Scott  Name: Randall J. Scott  Title: President and Chief Executive Officer  Date: October 2, 2017     Synchron  By: /s/ Kenneth J. Mushinski  Name: Kenneth J. Mushinski  Title: President  Date: October 2, 2017

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Source: RARE ELEMENT RESOURCES LTD, SC 13D, 10/19/2017





EXHIBIT A

Title Country orAuthority Application No. Filing Date Publication No. Patent No. Status

Extraction of Metals from Metallic Compounds PCT PCT/US2014/012153 01/18/2014 WO 2014/113742 N/A Expired

Selective Extraction of Cerium from Other Metals US 14/735,118 6/9/2015 2016/0002751 -- Published

Selective Extraction of Cerium from Other Metals PCT PCT/US2015/03498 6/9/2015 WO2015/191645 -- Expired

Extraction of Metals from Metallic Compounds AU AU 2014207355 6/9/2015    Pending

Extraction of Metals from Metallic Compounds CA CA 2,898,612 6/9/2015    Pending

Extraction of Metals from Metallic Compounds EP EP 14740863.7 6/9/2015    Pending

Extraction of Metals from Metallic Compounds RU RU 2015134576 6/9/2015    Pending

Extraction of Metals from Metallic Compounds ZA ZA 2015/05821 6/9/2015    Pending

Extraction of Metals from Metallic Compounds US 14/831,020 8/20/2015 2015/0354026  Published

Processing of Rare Earth Elements PCT PCT/US2015/055403 10/13/2015 WO 2016/058007 N/A Expired

Processing for the Extraction of Rare Earth Elements US 15/517,884 10/13/2015 -- -- Pending

Processing for the Extraction of Rare Earth Elements CA CA 2,964,306 10/13/2015 -- -- Pending

Processing for the Extraction of Rare Earth Elements AU AU 2015329723 10/13/2015 -- -- Pending

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Source: RARE ELEMENT RESOURCES LTD, SC 13D, 10/19/2017 
Question: Highlight the parts (if any) of this contract related to Irrevocable Or Perpetual License that should be reviewed by a lawyer. Details: Does the contract contain a  license grant that is irrevocable or perpetual?

Answer:
5118