1.

Rights Offering — The Company is offering (the “Rights offering”) to the holders of shares of its Common Stock, par value $       per share (“Common Stock”), on            , 200_ (the “Record Date”), the right (“Rights”) to subscribe for Units (“Units”), each Unit consisting of                 . Except as set forth under Paragraphs 8 and 9 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on            , 200___ or such later date of which the Company notifies you orally and confirms in writing (the “Expiration Date”).       Right(s) is/are being issued for       Common Share(s) held on the Record Date.                      Right(s) and payment in full of the subscription price of $       (the “Subscription Price”) is/are required to subscribe for one Unit. Rights are evidenced by transferable subscription certificates in registered form (“Subscription Certificates”). Each holder of Subscription Certificate(s) who exercises the holder’s right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificate(s) (the “Basic Subscription Right”) will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the “Additional Subscription Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company’s Prospectus dated                 , 200___ (the “Prospectus”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

3.

Delivery of Documents — Enclosed herewith are the following, the receipt of which you acknowledge by your execution hereof:

(a) a copy of the Prospectus;

(b) the form of Subscription Certificate (with instructions);

(d) Notice of Guaranteed Delivery.

As soon as is reasonably practical, you shall mail or cause to be mailed to each holder of Common Shares at the close of business on the Record Date a Subscription Certificate evidencing the Rights to which such holder is entitled, a Notice of Guaranteed Delivery, a Prospectus and an envelope addressed to you. Prior to mailing, the Company will provide you with blank Subscription Certificates which you will prepare and issue in the names of holders of Common Shares of record at the close of business on the Record Date and for the number of Rights to which they are entitled. The Company will also provide you with a sufficient number of copies of each of the documents to be mailed with the Subscription Certificates.