Preview | Soliciting Dealer Agreement |

The Company proposes to offer and sell a minimum of 375,000 shares of Common Stock (the ?Minimum Offering Amount?) and up to a maximum of 1,500,000 shares of Common Stock (the ?Maximum Offering Amount? and collectively with the Minimum Offering Amount the ?Shares?), for a purchase price of $2.00 per Share (unless adjusted by the mutual agreement of the Parties), pursuant to a registration statement filed with the Securities and Exchange Commission (the ?Commission?) under the Securities Act of 1933, as amended (the ?Act?) upon the terms and subject to the conditions as set forth herein (the ?Offering?).

The Company has determined to use the services of the Agent, including other securities dealers which may be engaged to sell the Offering by virtue of an agreement with the Agent, as its exclusive agent to solicit subscriptions for the Shares on a "best efforts" basis for an offering period which extends for seven (7) months following the effective date of the Registration Statement (defined below), provided however, that if the Minimum Offering Amount is not sold within ninety (90) days of the effective date of the Registration Statement, the offering period, will end on the ninetieth day after the effective date of the Registration Statement (the ?Offering Period?). The Agent hereby agrees to act in such capacity and to use its best efforts to find purchasers for the Shares in accordance with the terms and conditions of this Agreement. Additionally, the Agent may offer the Shares on a wholesale basis to other qualified broker/dealers who are members of the NASD (each a ?Selling Agent? or ?Co-Underwriter?), on the offering date and subsequent thereto, subject to the foregoing and on the conditions of a Selling Agency Agreement executed with the Agent. A Selling Agent or a Co-Underwriter may offer Shares to the public under the same terms and conditions as are established herein and the laws and regulations of such jurisdiction wherein such sale is transacted.

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Maryland, and has the power and authority to carry on its business as conducted or proposed to be conducted by it and to hold title to its property, which business and property is accurately and fully described in the Registration Statement. The Company has the corporate power and authority to execute and deliver this Agreement, to conduct such business and to perform its obligations hereunder and consummate the transactions contemplated by the Offering and this Agreement.

(c) When the Registration Statement becomes effective, and at all times subsequent thereto, and including the date of the Final Closing, and during such longer period as the prospectus forming a part of the Registration Statement (the ?Prospectus?) may be required to be delivered in connection with sales by the Agent, and during such longer period until any post-effective amendment thereto shall become effective, the Registration Statement (and any post-effective amendment thereto) and the Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus) will contain all statements which are required to be stated therein in accordance with the Act and the regulations promulgated thereunder (the ?Regulations?), will comply with the Act and Regulations, and will not contain any untrue statement of a material fact or omit to state any material fact required to he stated therein or necessary to make the statements therein not misleading, and no event will have occurred which should have been set forth in an amendment or supplement to the Registration Statement or the Prospectus which has not then been set forth in such an amendment or supplement; and no preliminary Prospectus, as of the date filed with the Commission, includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; except that no representation or warranty is made in this Section 1(c) with respect to statements or omissions made in reliance upon and in conformity with written information furnished to the Company as stated in Section 9(b) with respect to the Agent by or on behalf of the Agent expressly for inclusion in any preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto.

(d) Neither the Commission nor the blue sky or securities authority of any jurisdiction has issued an order (a Stop Order) suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Prospectus, the Registration Statement, or any amendment or supplement thereto, refusing to permit the effectiveness of the Registration Statement, or suspending the registration or qualification of the Shares nor has any of such authorities instituted or threatened to institute any proceedings with respect to a Stop Order.