Securities Exchange Commission Agreement

SECURITIES EXCHANGE COMMISSION AGREEMENT

This Agreement ("Agreement") is entered into as of by and between Issuer Name: , a corporation organized under the laws of with principal place of business at (hereinafter "Issuer"), and the Securities and Exchange Commission: , acting by and through an authorized representative with office at (hereinafter "Commission").

RECITALS

WHEREAS, the Commission has conducted an inquiry concerning certain disclosures, filings, and related activities of the Issuer, including but not limited to statements made in filings subject to the federal securities laws;

WHEREAS, the Issuer desires to resolve the Commission's concerns through the terms of this Agreement without further administrative or judicial proceedings, subject to the terms set forth herein;

WHEREAS, the parties intend that the obligations and undertakings set forth below provide for remediation, monitoring, and enforcement to protect investors and the public interest;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Applicable Law" means the federal securities laws and the rules and regulations promulgated thereunder; "Covered Conduct" means the acts, omissions or practices described in the Commission's investigative file referenced by the parties in connection with this Agreement; "Reporting Period" means the interval of time specified in Section 6 for required reports.

2. REPRESENTATIONS AND WARRANTIES

The Issuer represents and warrants to the Commission that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) it has full corporate power and authority to enter into and perform its obligations under this Agreement; and (c) the execution, delivery and performance of this Agreement by the Issuer has been duly authorized by all requisite corporate action.

The Commission represents that the individual executing on behalf of the Commission is authorized to do so for purposes of enforcing the obligations set forth in this Agreement.

3. SCOPE OF UNDERTAKINGS

The Issuer shall, as material obligations hereunder, implement and maintain the compliance, disclosure and internal controls measures described in this Section and in Exhibit A attached hereto and incorporated by reference. Those measures shall be designed to prevent recurrence of the Covered Conduct and to promote compliance with Applicable Law.

Specific undertakings include, without limitation: (a) adopting written policies and procedures reasonably designed to ensure accurate public disclosures and timely filing of required reports; (b) designating a senior compliance officer with authority and resources to oversee implementation; and (c) providing training to relevant personnel. The Issuer shall document implementation efforts and make such documentation available to the Commission upon reasonable request.

4. REPORTING, RECORDKEEPING AND CERTIFICATIONS

The Issuer shall submit written reports to the Commission regarding compliance with the undertakings set forth herein. Initial and periodic reports shall be delivered in accordance with the schedule below and shall be certified by the senior compliance officer identified in Section 3. Initial report due within days of the Effective Date and subsequent reports shall be provided every days for a period of months, unless otherwise agreed in writing by the parties.

The Issuer shall retain all books, records and other documents relevant to the Covered Conduct and its remediation for a period of not less than years from the Effective Date and shall permit the Commission or its designees reasonable access thereto for purposes of verifying compliance.

5. COOPERATION

The Issuer shall cooperate fully and expeditiously with the Commission on matters within the scope of the Commission's oversight related to the Covered Conduct, including providing documents and facilitating interviews of current and former personnel when reasonably requested. Cooperation shall include a commitment to identify and disclose to the Commission material information discovered in the course of remediation efforts.

6. PUBLIC DISCLOSURE AND CONFIDENTIALITY

Nothing in this Agreement shall restrict the Commission's ability to make public statements or disclosures that the Commission deems appropriate. The Issuer agrees not to make public statements that contradict material terms of this Agreement. To the extent permitted by applicable law, the Commission will not disclose non-public information received solely pursuant to the Issuer's compliance reports except as required by law or as necessary for enforcement purposes.

7. ENFORCEMENT; REMEDIES

If the Commission determines, in its sole judgment, that the Issuer has failed to perform any material obligation under this Agreement, the Commission may take such action as it deems necessary and appropriate, which may include initiating administrative or judicial proceedings. The Issuer agrees that monetary, injunctive and other remedies may be sought to secure compliance. Nothing in this Agreement limits the Commission's right to seek emergency or equitable relief where necessary to protect investors.

The parties acknowledge that this Agreement does not constitute an admission of liability by the Issuer for purposes other than enforcement of the Agreement, except where an express admission is set forth in a separate writing signed by an authorized representative of the Issuer.

8. COSTS AND FEES

Each party shall bear its own costs and attorneys' fees in connection with the negotiation and execution of this Agreement, unless a court or administrative body of competent jurisdiction orders otherwise in any ensuing enforcement matter.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the federal laws of the United States governing the Commission's authority and, to the extent not preempted by federal law, by the laws of the State of without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be amended only by a writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. NOTICES

Notices shall be in writing and shall be effective upon receipt when delivered by hand, nationally recognized overnight courier service, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate in writing pursuant to this Section.

12. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic image, or other electronic transmission shall be deemed to be originals for all purposes.

CERTIFICATION

The undersigned representative of each party certifies that he or she is duly authorized to execute this Agreement on behalf of the respective party and that the information provided in reports and certifications submitted pursuant to this Agreement will be true, accurate and complete to the best of such representative's knowledge after reasonable inquiry.

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