Owner of the Shares and nothing herein shall limit or affect any actions taken by the Shareholder or any designee of the Shareholder in his capacity as an officer or director of the Company or any of its subsidiaries.

6.             Irrevocable Proxy.  The Shareholder hereby irrevocably appoints Purchaser as the attorney and proxy of such Shareholder, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to all Shares that such Shareholder is entitled to vote at any meeting of shareholders of the Company (whether annual, special or other meeting and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, to vote such Shares as set forth in Section 2 hereof; provided that in any such vote or other action pursuant to such proxy, Purchaser shall not have the right (and such proxy shall not confer the right) to vote to reduce the Merger Price or to otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company or any shareholders of the Company (including the Shareholder) under the Merger Agreement or to reduce the obligations of Parent or Purchaser thereunder; and provided further, that this proxy shall irrevocably cease to be in effect on the Termination Date. SUBJECT TO THE FOREGOING, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Shareholder hereby revokes, effective upon the execution and delivery of this Agreement by the parties hereto, all other proxies and powers of attorney with respect to the Shares that he may have heretofore appointed or granted, and no subsequent proxy or power of attorney (except in furtherance of his obligations under Section 2 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by him with respect thereto so long as this Agreement remains in effect.  The Shareholder shall forward to Parent and Purchaser any proxy cards that the Shareholder receives with respect to the Merger Agreement.