EXECUTION VERSION
                               PRGX Global, Inc.
                     6,249,234 Shares of Common Stock1


                             Underwriting Agreement

                                                            December 5, 2012
William Blair & Company, L.L.C.
  As Representative of the Several
  Underwriters Named in Schedule A
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois  60606

Ladies and Gentlemen:

     Section 1.  Introductory.  PRGX Global, Inc. (the "Company"), a Georgia
corporation, has an authorized capital stock consisting of 1,000,000 shares,
no par value, of preferred stock, of which no shares will be outstanding as
of the First Closing Date hereinafter defined and 50,000,000 shares, no par
value, of Common Stock ("Common Stock"), of which 25,405,685 shares were
outstanding as of December 5, 2012, and no other shares of Common Stock will
have been issued as of the First Closing Date hereinafter defined, except for
shares of Common Stock issued upon the exercise of stock options outstanding
as of December 5, 2012 or shares of Common Stock issued pursuant to this
Agreement.  The Company proposes to issue and sell 2,500,000 shares of its
authorized but unissued Common Stock, and certain stockholders of the Company
(as named in Schedule B, the "Selling Stockholders") propose to sell in the
aggregate 3,749,234 shares of the Company's issued and outstanding Common
Stock to the several underwriters named in Schedule A as it may be amended by
the Pricing Agreement hereinafter defined ("Underwriters"), who are acting
severally and not jointly.  Collectively, such total of 6,249,234 shares of
Common Stock proposed to be sold by the Company and the Selling Stockholders
is hereinafter referred to as the "Firm Shares."  In addition, the Company
proposes to grant to the Underwriters an option to purchase up to an
aggregate of 937,385 additional shares of Common Stock ("Option Shares") as
provided in Section 5 hereof.  The Firm Shares and, to the extent such option
is exercised, the Option Shares, are hereinafter collectively referred to as
the "Shares."  The Common Stock, including the Shares, will have attached
thereto rights (the "Rights") to purchase shares of Participating Preferred
Stock, no par value (the "Preferred Stock"), of the Company.  The Rights are
to be issued pursuant to a Shareholder Protection Rights Agreement (the
"Rights Agreement"), dated as of August 9, 2000 and as amended from time to
time thereafter, by and between the Company and American Stock Transfer &
Trust Company, LLC, as Rights Agent.

You have advised the Company and the Selling Stockholders that the
Underwriters propose to make a public offering (the "Offering") of their
respective portions of the Shares as soon as you deem advisable and the
Pricing Agreement hereinafter defined has been executed and delivered.

Prior to the purchase and Offering of the Shares by the several Underwriters,
the Company, the Selling Stockholders and William Blair & Company, L.L.C.
(the "Representative" or "you"), acting on behalf of the several
__________________
1 Plus options to acquire up to an aggregate of 937,385 additional shares to
cover overallotments.

Underwriters, shall enter into an agreement substantially in the form of
Exhibit A hereto (the "Pricing Agreement").  The Pricing Agreement may take
the form of an exchange of any standard form of written telecommunication
among the Company, the Selling Stockholders and the Representative and shall
specify such applicable information as is indicated in Exhibit A hereto.  The
Offering will be governed by this Agreement, as supplemented by the Pricing
Agreement.  From and after the date of the execution and delivery of the
Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing
Agreement.

The Company and the Selling Stockholders hereby confirm their agreement with
the Underwriters as follows:

Section 2.  Representations and Warranties of the Company.  The Company
represents and warrants to the several Underwriters that:

(a)  A registration statement on Form S-3 (File No. 333-171986), which
registration statement is herein referred to as the "Prior Registration
Statement," a registration statement on Form S-3 (File No. 333-185027, which
registration statement is herein referred to as the "Rule 429 Registration
Statement")), a related combined base prospectus filed pursuant Rule 429
With the Rule 429 Registration Statement (the "Base Prospectus") and a
preliminary prospectus supplement to the Base Prospectus (any such
preliminary prospectus supplement, together with the Base Prospectus, a
"preliminary prospectus") relating to the Shares and the Rights have been
prepared and filed with the Securities and Exchange Commission ("Commission")
by the Company in conformity with the requirements of the Securities Act of
1933, as amended, and the rules and regulations of the Commission thereunder
(collectively, the "1933 Act;" unless otherwise indicated all references herein
to specific rules are rules promulgated under the 1933 Act); and the Company
has so prepared and has filed such amendments thereto, if any, and such amended
preliminary prospectuses as may have been required to the date hereof and
will file such additional amendments thereto and such amended prospectuses as
may hereafter be required.  The Company will prepare and file a prospectus
pursuant to Rule 424(b) that discloses the information previously omitted
from the preliminary prospectus in reliance upon Rule 430B.  To the extent
requested by you, there have been or will promptly be delivered to you one
signed copy of such registration statements and amendments, one copy of each
exhibit filed therewith, and conformed copies of such registration statements
and amendments (but without exhibits) and of the related Base Prospectus and
preliminary prospectus or prospectuses, and final forms of prospectus for
each of the Underwriters.

Such registration statements (as amended) at the time they respectively
became effective  (taking into account the post-effective amendment to the
Prior Registration Statement resulting from the effectiveness of the Rule 429
Registration Statement), and the combined prospectus constituting a part
thereof filed pursuant to Rule 429 with the Rule 429 Registration Statement
(including, in each case, the information, if any, deemed to be part thereof
pursuant to Rule 430B or the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Exchange Act")), as from time to time amended or supplemented, are
hereinafter referred to as the "Registration Statements" and the
"Prospectus," respectively, except that if the Company provides any revised
prospectus to the Underwriters for use in connection with the Offering which
revised prospectus differs from the Prospectus on file at the Commission at
the time the Rule 429 Registration Statement became effective (whether or not
such revised prospectus is required to be filed by the Company pursuant to
Rule 424(b)), the term "Prospectus" shall refer to such revised prospectus
from and after the time it was provided to the Underwriters for such use.
Any registration statement (including any amendment or supplement thereto or
information which is deemed part thereof) filed by the Company under Rule
462(b) ("Rule 462(b) Registration Statement") shall be deemed to be part of
the "Registration Statements" as defined herein, and any prospectus
(including any amendment or supplement thereto or information which is deemed
part thereof) included in such registration statements shall be deemed to be
part of the "Prospectus" as defined herein, as appropriate.  Any reference
herein to the Registration Statements, the Base Prospectus, a preliminary
prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act.  Any document filed by the Company under the Exchange Act
prior to the date hereof or during the offering period and incorporated by
reference in the Registration Statements, when such document was or is filed
with the Commission, conformed or will conform in all material respects to
the requirements of the Exchange Act, and none of such documents contained or
will contain, as of the date such document was or is filed with the
Commission, any untrue statement of a material fact or omitted or will omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading.

(b)  The Commission has not issued any order preventing or suspending the use
of the Base Prospectus or any preliminary prospectus, and each preliminary
prospectus has conformed in all material respects with the requirements of
the 1933 Act and, as of its date, has not included any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading; and when the Registration Statements became effective, and at
all times subsequent thereto, up to the First Closing Date or the Second
Closing Date hereinafter defined, as the case may be, the Registration
Statements, including the information deemed to be part of the Registration
Statements at the time specified in Rule 430B, if applicable, the Prospectus
and any amendments or supplements thereto, in all material respects conformed
or will in all material respects conform to the requirements of the 1933 Act,
and none of the Registration Statements, the Prospectus, and any amendment or
supplement thereto, included or will include any untrue statement of a
material fact or omitted or will omit to state a material fact, in the case
of the Registration Statements or any amendment or supplement thereto,
required to be stated therein or necessary to make the statements therein not
misleading and, in the case of the Prospectus, or any amendment or supplement
thereto, necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

As of the Applicable Time hereinafter defined, neither (x) the Issuer General
Use Free Writing Prospectus(es) hereinafter defined issued at or prior to the
Applicable Time, the Statutory Prospectus hereinafter defined as of the
Applicable Time and the information in Schedule A to the Pricing Agreement
(collectively, the "Disclosure Package") nor (y) any individual Issuer
Limited Use Free Writing Prospectus hereinafter defined, all being considered
together, included any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

As used in this Section 2(b) and elsewhere in this Agreement:

"Applicable Time" means 4:30 P.M., Chicago Time, on December 5, 2012 or such
other time as agreed by the Company, the Selling Stockholders and the
Representative.

"Issuer Free Writing Prospectus" means any "issuer free writing prospectus,"
as defined in Rule 433, relating to the Shares that (i) is required to be
filed with the Commission by the Company, (ii) is a "road show for an
offering that is a written communication" within the meaning of Rule
433(d)(8)(i) or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i)
because it contains a description of the Shares or of the Offering that does
not reflect the final terms, in each case in the form filed or required to be
filed with the Commission or, if not required to be filed, in the form
required to be retained in the Company's records pursuant to Rule 433(g).

"Issuer General Use Free Writing Prospectus" means any Issuer Free Writing
Prospectus specified in Schedule C hereto.

"Issuer Limited Use Free Writing Prospectus" means any Issuer Free Writing
Prospectus that is not an Issuer General Use Free Writing Prospectus.

"Statutory Prospectus" as of any time means the Base Prospectus, as
supplemented by the preliminary prospectus supplement, relating to the Shares
that is included in the Registration Statements immediately prior to that
time (taking into account the post-effective amendment to the Prior
Registration Statement resulting from the effectiveness of the Rule 429
Registration Statement).

Each Issuer Free Writing Prospectus, as of its issue date and at all
subsequent times through the completion of the Offering or until any earlier
date that the Company notified or notifies the Representative as described in
Section 6(d), did not, does not and will not include any information that
conflicted, conflicts or will conflict with the information contained in the
Registration Statements, the Prospectus, or any preliminary or other
prospectus deemed to be a part thereof that has not been superseded or
modified.

Notwithstanding the foregoing, the representations and warranties of the
Company set forth in this Section 2(b) shall not apply to information
contained in or omitted from any preliminary prospectus, the Registration
Statements, the Prospectus, any Issuer Free Writing Prospectus or any
amendment or supplement thereto in reliance upon and in conformity with
written information furnished to the Company by or on behalf of any
Underwriter through the Representative specifically for use in the
preparation thereof, it being agreed that the only such information furnished
by any Underwriter is the information described in Section 4.

At the earliest time after the filing of the Registration Statements that the
Company or another offering participant made a bona fide offer (within the
meaning of Rule 164(h)(2) of the Securities Act) and at the date of this
Agreement, the Company was not and is not an "ineligible issuer" as defined
in Rule 405.

(c)  The Company and its subsidiaries have been duly incorporated or
organized and are validly existing and in good standing under the laws of
their respective places of incorporation or organization, with corporate or
comparable power and authority to own their properties and conduct their
business as described in the Prospectus, except in any such case where the
failure to be in good standing would not reasonably be expected to have a
material adverse effect upon the Company and its subsidiaries taken as a
whole; the Company and each of its subsidiaries are duly qualified to do
business as foreign organizations under the corporation or comparable law of,
and are in good standing as such in, each jurisdiction in which they own or
lease substantial properties, have an office, or in which substantial
business is conducted and such qualification is required except in any such
case where the failure to so qualify or be in good standing would not
reasonably be expected to have a material adverse effect upon the Company and
its subsidiaries taken as a whole; and no proceeding of which the Company has
knowledge has been instituted in any such jurisdiction, revoking, limiting or
curtailing, or seeking to revoke, limit or curtail, such power and authority
or qualification.

(d)  The Company owns directly or indirectly 100 percent of the issued and
outstanding capital stock or other equity interests of each of its
subsidiaries, free and clear of any claims, liens, encumbrances or security
interests (except as disclosed in the Prospectus) and all of such capital
stock or other equity interests has been duly authorized and validly issued
and is fully paid and nonassessable.  None of the subsidiaries of the
Company, other than those specified in Schedule D hereto (collectively, the
"Significant Subsidiaries"), is a "significant subsidiary" (as defined in
Rule 405 under the 1933 Act).

(e)  The issued and outstanding shares of capital stock of the Company as set
forth in the Prospectus, including the outstanding Shares to be sold by the
Selling Stockholders, have been duly authorized and validly issued, are fully
paid and nonassessable, and conform in all material respects to the
description thereof contained in the Prospectus.  The Rights Agreement has
been duly authorized, executed and delivered by the Company and constitutes a
valid and legally binding agreement of the Company enforceable against the
Company in accordance with its terms.  The Rights have been duly authorized
and validly issued, and conform in all material respects to the description
thereof contained in the Prospectus.  The Preferred Stock has been duly
authorized by the Company and validly reserved for issuance and, upon the
exercise of the Rights in accordance with the terms of the Rights Agreement,
will be validly issued, fully paid and nonassessable, and conform in all
material respects to the description thereof contained in the Prospectus.

(f)  The Shares to be sold by the Company have been duly authorized and when
issued, delivered and paid for pursuant to this Agreement, will be validly
issued, fully paid and nonassessable, and will conform in all material
respects to the description thereof contained in the Prospectus.

(g)  The making and performance by the Company of this Agreement and the
Pricing Agreement have been duly authorized by all necessary corporate action
and will not (i) violate any provision of the Company's charter or bylaws or
(ii) result, except as would not reasonably be expected to have a material
adverse effect on the Company and its subsidiaries taken as a whole, in a
breach or violation of any of the terms and provisions of, or constitute a
default or change of control under (A) any agreement, franchise, license,
indenture, mortgage, deed of trust, or other instrument to which the Company
or any subsidiary is a party or by which the Company, any subsidiary or the
property of any of them may be bound or affected, or (B) any statute, rule,
regulation or order applicable to the Company or any of its subsidiaries of
any court, regulatory body, administrative agency or other governmental body
having jurisdiction over the Company or any subsidiary or any of their
respective properties, or any order of any court, regulatory body,
administrative agency or other governmental body entered in any proceeding to
which the Company or any subsidiary was or is now a party or by which it is
bound.  No consent, approval, authorization or other order of any court,
regulatory body, administrative agency or other governmental body is required
for the execution and delivery of this Agreement or the Pricing Agreement or
the consummation of the transactions contemplated herein or therein, except
for compliance with the 1933 Act and blue sky laws applicable to the Offering
and clearance of such Offering with the Financial Industry Regulatory
Authority ("FINRA").  This Agreement has been duly executed and delivered by
the Company.

(h)  BDO USA, LLC, who has expressed its opinions with respect to certain of
the consolidated financial statements and schedules incorporated by reference
by reference in the Registration Statements is an independent registered
public accounting firm as required by the 1933 Act and the Exchange Act, and
such accounting firm is not in violation of the auditor independence
requirements of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-
Oxley Act"), with respect to the Company.

(i)  The consolidated financial statements of the Company incorporated by
reference in the Registration Statements, the Disclosure Package and the
Prospectus present fairly the consolidated financial position of the Company
as of the respective dates of such financial statements, and the consolidated
statements of operations and cash flows of the Company for the respective
periods covered thereby, all in conformity with United States generally
accepted accounting principles ("GAAP") consistently applied throughout the
periods involved, except as disclosed therein.

The financial information set forth in the Prospectus under "Summary
Financial Data" presents fairly on the basis stated in the Prospectus, the
information set forth therein.

All disclosures contained in the Registration Statements, the Disclosure
Package and the Prospectus regarding "non-GAAP financial measures" (as such
term is defined by the Commission's rules and regulations) comply in all
material respects with Regulation G of the Exchange Act and Item 10 of
Regulation S-K under the 1933 Act, to the extent applicable.

The interactive data in eXtensible Business Reporting Language ("XBRL")
incorporated by reference in the Registration Statements and the Prospectus
fairly presents the information called for in all material respects and has
been prepared in accordance with the Commission's rules and guidelines
applicable thereto.

(j)  Neither the Company nor any subsidiary is in violation of its respective
organizational documents or in default under any consent decree, or in
default with respect to any provision of any lease, loan agreement,
franchise, license, permit or other contract obligation to which it is a
party, except for any violations or defaults that would not reasonably be
expected to have a material adverse effect on the Company and its
subsidiaries taken as a whole; and, to the Company's knowledge, there does
not exist any state of facts which constitutes an event of default as defined
in such documents or which, with notice or lapse of time or both, would
constitute such an event of default, in each case, except for defaults that
would not reasonably be expected to have a material adverse effect on the
Company and its subsidiaries taken as a whole.

(k)  There are no material legal or governmental proceedings pending, or to
the Company's knowledge, threatened to which the Company or any subsidiary is
or may be a party or of which material property owned or leased by the
Company or any subsidiary is or may be the subject, or related to
environmental or discrimination matters which are not disclosed in the
Prospectus, or which question the validity of this Agreement or the Pricing
Agreement or any action taken or to be taken pursuant hereto or thereto.

(l)  Except as disclosed in the Prospectus, there are no holders of
securities of the Company having rights to registration thereof (other than
any registration obligations that require the Company to register any of its
securities on a Form S-8) or preemptive rights to purchase Common Stock.

(m)  The Company and each of its subsidiaries have good and marketable title
to all the properties and assets reflected as owned in the financial
statements hereinabove described (or elsewhere in the Prospectus), subject to
no lien, mortgage, pledge, charge or encumbrance of any kind except those, if
any, reflected in such financial statements (or disclosed elsewhere in the
Prospectus) or that are not material to the Company and its subsidiaries
taken as a whole.  The Company and each of its subsidiaries hold their
respective leased properties that are material to the Company and its
subsidiaries taken as a whole under valid and binding leases, except for such
exceptions that are not material to the Company or except as enforceability
may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or by equitable principles relating to
enforceability.

(n)  The Company has not taken and will not take, directly or indirectly, any
action designed to or which has constituted or which might reasonably be
expected to cause or result, under the Exchange Act or otherwise, in
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares.

(o)  Subsequent to the respective dates as of which information is given in
the Rule 429 Registration Statement, the Disclosure Package and the
Prospectus, and except as otherwise disclosed in or contemplated by the
Prospectus, the Company and its subsidiaries, taken as a whole, have not
incurred any material liabilities or obligations, direct or contingent, or
entered into any material transactions not in the ordinary course of business
and there has not been any material adverse change in their condition
(financial or otherwise) or results of operations nor any material change in
their capital stock, short-term debt or long-term debt.

(p)  There is no material document of a character required to be described in
the Registration Statements, the Disclosure Package or the Prospectus or to
be filed as an exhibit to the Registration Statements which is not described
or filed as required.

(q)  Except as disclosed in the Disclosure Package and the Prospectus, the
Company together with its subsidiaries owns and possesses all right, title
and interest in and to, or has duly licensed from third parties, all patents,
patent rights, trade secrets, inventions, know-how, trademarks, trade names,
copyrights, service marks and other proprietary rights ("Trade Rights")
material to the business of the Company and each of its subsidiaries taken as
a whole.  Neither the Company nor any of its subsidiaries has received any
written notice of infringement, misappropriation or conflict from any third
party as to such material Trade Rights which has not been resolved or
disposed of and neither the Company nor any of its subsidiaries has
infringed, misappropriated or otherwise conflicted with material Trade Rights
of any third parties, which infringement, misappropriation or conflict would
reasonably be expected to have a material adverse effect upon the condition
(financial or otherwise) or results of operations of the Company and its
subsidiaries taken as a whole.

(r)  The conduct of the business of the Company and each of its subsidiaries
is in compliance in all respects with applicable federal, state, local and
foreign laws and regulations, except where the failure to be in compliance
would not reasonably be expected to have a material adverse effect upon the
condition (financial or otherwise) or results of operations of the Company
and its subsidiaries taken as a whole.

(s)  The Company and its subsidiaries possess certificates, authorizations,
accreditations or permits issued by appropriate governmental agencies or
bodies necessary for and material to the conduct of the business now operated
by them, and have not received any written notice of proceedings relating to
the revocation or modification of any such certificate, authorization or
permit that, if determined adversely to the Company or its subsidiaries,
would, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the Company and its subsidiaries taken as a whole.

(t)  All offers and sales of the Company's capital stock prior to the date
hereof were either (i) made pursuant to a registration statement filed by the
Company with the Commission under the 1933 Act or (ii) at all relevant times
exempt from the registration requirements of the 1933 Act and, in each case,
all such offers and sales were duly registered with or the subject of an
available exemption from the registration requirements of the applicable
state and local securities or blue sky laws.

(u)  The Company has filed or has a valid extension for filing all necessary
federal, state and local income and franchise tax returns that were required
to be filed prior to the date hereof and has paid all taxes shown as due
thereon, except where the failure to file or the nonpayment of such taxes
would not reasonably be expected to have a material adverse effect upon the
condition (financial or otherwise) or results of operations of the Company
and its subsidiaries taken as a whole, and there is no tax deficiency that
has been, or to the knowledge of the Company might be, asserted against the
Company or any of its properties or assets that could have a material adverse
effect upon the condition (financial or otherwise) or results of operations
of the Company and its subsidiaries taken as a whole.

(v)  A registration statement pursuant to Section 12(b) of the Exchange Act
to register the Common Stock thereunder has been declared effective by the
Commission pursuant to the Exchange Act, and the Common Stock is duly
registered thereunder.  The Common Stock and the associated Rights are each
listed on the NASDAQ Stock Market.

(w)  The Company has established and maintains disclosure controls and
procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) and
such controls and procedures are effective in ensuring that material
information relating to the Company, including its subsidiaries, is made
known to the principal executive officer and the principal financial officer.
The Company has utilized such controls and procedures in preparing and
evaluating the disclosures relating to the Company included in the
Registration Statements, the Disclosure Package and the Prospectus.

(x)  The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are
executed in accordance with management's general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; (iv) amounts reflected on the
Company's consolidated balance sheet for assets are compared with existing
assets at reasonable intervals and appropriate action is taken with respect
to any differences; and (v) the interactive data in XBRL included or
incorporated by reference in the Registration Statements and the Prospectus
fairly presents the information called for in all material respects and is
prepared in accordance with the Commission's rules and guidelines applicable
thereto.

(y)  The Company is not, does not intend to conduct its business in a manner
in which it would become, and, after giving effect to the Offering and use of
proceeds therefrom will not be, an "investment company" as defined in
Section 3(a) of the Investment Company Act of 1940, as amended.

(z)  No transaction has occurred between or among the Company and any of its
officers or directors, stockholders or any affiliate or affiliates of any
such officer or director or stockholder that is required to be described in
and is not described in the Registration Statements and the Prospectus.

(aa)  The Company's board of directors has validly appointed an audit
committee whose composition satisfies the requirements of the rules of the
NASDAQ Stock Market (the "Exchange Rules"), and the board of directors or the
audit committee has adopted a charter that satisfies the requirements of the
Exchange Rules.

(bb)  The Company and its subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are customary in the businesses in which they are engaged or propose to
engage after giving effect to the transactions described in the Prospectus.
All policies of insurance and fidelity or surety bonds insuring the Company,
its subsidiaries and their respective businesses, assets, employees, officers
and directors are in full force and effect in all material respects; the
Company and its subsidiaries are in compliance with the terms of such
policies and instruments in all material respects; and the Company has no
reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that
is not materially greater than the current cost.

(cc)  The Company is in compliance in all material respects with all
applicable provisions of the Sarbanes-Oxley Act and all rules and regulations
promulgated thereunder.

(dd)  None of the Company and its subsidiaries is involved in any material
labor dispute nor, to the knowledge of the Company, is any such dispute
threatened.  The Company is not aware of any threatened or pending litigation
between the Company and any of its executive officers and has not received
notice from any of its executive officers that such officer does not intend
to remain in the employment of the Company.

Section 3.  Representations, Warranties and Covenants of the Selling
Stockholders.

(a)  Each of the Selling Stockholders, severally and not jointly, represents
and warrants to, and agrees with, the Company and the Underwriters that:

  (i)  Such Selling Stockholder (1) has valid title to, or a valid "security
entitlement" within the meaning of Section 8-501 of the New York Uniform
Commercial Code (the "New York UCC") in respect of, the Shares proposed to be
sold by such Selling Stockholder hereunder, (2) on the First Closing Date
will have valid title to, or a valid "security entitlement" within the
meaning of Section 8-501 of the New York UCC in respect of,  the Shares
proposed to be sold by such Selling Stockholder hereunder and (3) has legal
power and authority to enter into this Agreement and the Pricing Agreement
and to sell, assign, transfer and deliver such Shares, or a security
entitlement in respect of such Shares, hereunder, free and clear of all
voting trust arrangements, liens, encumbrances, equities and claims; and upon
(I) the payment for the Shares to be sold by such Selling Stockholder
pursuant to this Agreement, (II) delivery of such Shares, as directed by the
Underwriters, to Cede & Co. or such other nominee as may be designated by The
Depository Trust Company ("DTC"), (III) registration of such Shares in the
name of DTC or its nominee, and DTC or another person on behalf of DTC
maintaining possession of certificates representing such Shares and (IV) DTC
indicating by book entries on its books that security entitlements with
respect to such Shares have been credited to the Underwriters' securities
accounts, the Underwriters will acquire a security entitlement with respect
to such Shares and no action based on an adverse claim (as defined in Section
8-102 of the New York UCC) may be asserted against the Underwriters (assuming
that (A) the Underwriters are purchasing such Shares without notice of any
adverse claim, (B) DTC is a "securities intermediary" as defined in Section
8-102 of the New York UCC and (C) the State of New York is the "security
intermediary's jurisdiction" of DTC for purposes of Section 8-110 of the New
York UCC).

  (ii)  Such Selling Stockholder has not taken and will not take, directly or
indirectly, any action designed to or which might be reasonably expected to
cause or result, under the Exchange Act or otherwise, in stabilization or
manipulation of the price of any security of the Company to facilitate the
sale or resale of the Shares.

  (iii)  Each Prism Selling Stockholder (as identified in Schedule B hereto)
has duly authorized, executed and delivered a Power of Attorney ("Power of
Attorney") between such Prism Selling Stockholder and Jerald M. Weintraub
(the "Agent"), naming the Agent as such Prism Selling Stockholder's attorney-
in-fact for the purpose of entering into and carrying out this Agreement and
the Pricing Agreement, and an executed copy of the Power of Attorney has been
delivered to you.  Each Blum Selling Stockholder (as identified in Schedule B
hereto) has duly authorized, executed and delivered this Agreement and will
duly authorize, execute and deliver the Pricing Agreement.

  (iv)  Such Selling Stockholder has deposited in custody, under a Custody
Agreement ("Custody Agreement") with American Stock Transfer & Trust Company,
LLC, as custodian ("Custodian"), unless the Shares to be sold by such Selling
Stockholder are already held in book entry forms, certificates in negotiable
and proper deliverable form endorsed in blank or accompanied by executed stock
powers in blank, for the Shares to be sold hereunder by such Selling
Stockholder, for the purpose of further delivery pursuant to this Agreement.
Such Selling Stockholder agrees that the Shares to be sold by such Selling
Stockholder on deposit (or to be on deposit) with the Custodian are subject to
and in consideration of the interests of such Selling Stockholder, the Company,
the Underwriters and the other Selling Stockholders, that the arrangements made
for such custody, and, in the case of the Prism Selling Stockholders, the
appointment of the Agent pursuant to the Power of Attorney by the Prism Selling
Stockholders, are to that extent irrevocable, and that the obligations of such
Selling Stockholder hereunder and under the Custody Agreement, and in the case
of the Prism Selling Stockholders, the Power of Attorney, shall not be
terminated except as provided in this Agreement or the Custody Agreement, or in
the case of the Prism Selling Stockholders, the Power of Attorney, by any act
of such Selling Stockholder, by operation of law, whether, in the case of an
individual Selling Stockholder, by the death or incapacity of such Selling
Stockholder or, in the case of a trust or estate, by the death of the trustee
or trustees or the executor or executors or the termination of such trust or
estate, or, in the case of a partnership or corporation, by the dissolution,
winding-up, distribution of assets or other event affecting the legal existence
of such entity.  If any individual Selling Stockholder, trustee or executor
should die or become incapacitated, or any such trust, estate, partnership or
corporation should be terminated, or if any other event should occur before the
delivery of the Shares hereunder, the documents evidencing Shares then on
deposit with the Custodian shall be delivered by the Custodian in accordance
with the terms and conditions of this Agreement as if such death, incapacity,
termination or other event had not occurred, regardless of whether or not the
Custodian shall have received notice thereof.  The Agent has been authorized by
such Prism Selling Stockholder to execute and deliver this Agreement and the
Pricing Agreement and the Custodian has been authorized to receive and
acknowledge receipt of the proceeds of sale of the Shares to be sold by such
Selling Stockholder against delivery thereof and otherwise act on behalf of
such Selling Stockholder.  The Custody Agreement has been duly executed by or
on behalf of such Selling Stockholder, and a copy thereof has been delivered to
you.

  (v)  To the extent that any statements or omissions made in a preliminary
prospectus are made in reliance upon and in conformity with the Selling
stockholder Information (as defined below), each preliminary prospectus, as of
its date, has not included any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; and, to the
extent that any statements or omissions made in the Registration Statements or
the Prospectus or any amendment or supplement thereto are made in reliance upon
and in conformity with the Selling Stockholder Information, neither the
Registration Statements nor the Prospectus, nor any amendment or supplement
thereto, as it relates to such Selling Stockholder included or will include any
untrue statement of a material fact or omitted or will omit to state any
material fact, in the case of the Registration Statements or any amendment or
supplement thereto, required to be stated therein or necessary to make the
statements therein not misleading and, in the case of the Prospectus or any
amendment or supplement thereto, necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.  The
parties hereto agree that the information relating to such Selling Stockholder
set forth under the caption "Selling Stockholders" and the footnotes
thereunder, excluding any percentages set forth therein (the "Selling
Stockholder Information") is the only information made in reliance upon and in
conformity with written information relating to such Selling Stockholder
furnished to the Company by such Selling Stockholder expressly for use in any
preliminary prospectus, the Registration Statements and Prospectus and any
amendment or supplement thereto.

  (vi)  On or prior to the date hereof, such Selling Stockholder has executed
and delivered to you a "lock-up" agreement letter in a form satisfactory to
you.

In order to document the Underwriters' compliance with the reporting and
withholding provisions of the Internal Revenue Code of 1986, as amended, with
respect to the transactions herein contemplated, each of the Selling
Stockholders agrees to deliver to you prior to or on the First Closing Date, as
hereinafter defined, a properly completed and executed United States Treasury
Department Form W-8 or W-9 (or other applicable form of statement specified by
Treasury Department regulations in lieu thereof).

Section 4.  Representations and Warranties of the Underwriters.  The
Representative, on behalf of the several Underwriters, represents and warrants
to the Company and the Selling Stockholders that the information set forth
(a) on the cover page of the Prospectus with respect to the public offering
price and underwriting discount for the Offering and (b) in paragraphs 3, 11,
12 and 13 under "Underwriting" in the Prospectus was furnished to the Company
by and on behalf of the Underwriters for use in connection with the preparation
of the Registration Statements and is correct and complete in all material
respects.

Section 5.  Purchase, Sale and Delivery of Shares.  On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company and each of the Selling
Stockholders, severally and not jointly, agrees to sell to the Underwriters
named in Schedule A hereto, and the Underwriters agree, severally and not
jointly, to purchase from the Company and the Selling Stockholders,
respectively, 2,500,000 Firm Shares in the case of the Company and the number
of Firm Shares set forth opposite the name of each Selling Stockholder in
Schedule B hereto in the case of the Selling Stockholders, at the price per
share set forth in the Pricing  Agreement.  The obligation of each Underwriter
to the Company shall be to purchase from the Company that number of Firm Shares
which (as nearly as practicable, as determined by you) bears to 2,500,000, the
same proportion as the number of Firm Shares set forth opposite the name of
such Underwriter in Schedule A hereto bears to the total number of Firm Shares
to be purchased by all Underwriters under this Agreement.  The obligation of
each Underwriter to each of the Selling Stockholders shall be to purchase from
such Selling Stockholder that number of full shares which (as nearly as
practicable, as determined by you) bears to the number of Firm Shares set forth
opposite the name of such Selling Stockholder in Schedule B hereto, the same
proportion as the number of Firm Shares set forth opposite the name of such
Underwriter in Schedule A hereto bears to the total number of Firm Shares to be
purchased by all Underwriters under this Agreement.  The public offering price
and the purchase price shall be set forth in the Pricing Agreement.

At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule
15c6-1 under the Exchange Act, (or the third business day if required under
Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the
provisions of Section 12) following the date the Registration Statements became
effective (or, if the Company has elected to rely upon Rule 430B, the fourth
business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the
third business day if required under Rule 15c6-1 under the Exchange Act) after
execution of the Pricing Agreement), or such other time not later than ten
business days after such date as shall be agreed upon by the Representative and
the Company, the Company and the Selling Stockholders will deliver to you at
the offices of counsel for the Underwriters or through the facilities of DTC
for the accounts of the several Underwriters, the Firm Shares to be sold by
them, against payment of the purchase price therefor by delivery of federal or
other immediately available funds, by wire transfer, to the Company and the
Selling Stockholders to such accounts as the Company and the respective Selling
Stockholders shall provide to the Representative prior to the First Closing
Date.  Such time of delivery and payment is herein referred to as the "First
Closing Date."  The Firm Shares to be so delivered will be registered in such
names as you request by notice to the Company and the Selling Stockholders
prior to 10:00 A.M., Chicago Time, on the second business day preceding the
First Closing Date.  Payment for the Firm Shares so to be delivered shall be
made at the time and in the manner described above at the offices of counsel
for the Underwriters.

In addition, on the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions herein set forth, the
Company hereby grants an option to the several Underwriters to purchase,
severally and not jointly, up to an aggregate of 937,385 Option Shares, at the
same purchase price per share to be paid for the Firm Shares, for use solely in
covering any overallotments made by the Underwriters in the sale and
distribution of the Firm Shares.  The option granted hereunder may be exercised
from time to time within 30 days after the date of the Prospectus first filed
by the Company pursuant to Rule 424(b) under the 1933 Act (the "Rule 424
Prospectus") upon notice by you to the Company setting forth the aggregate
number of Option Shares as to which the Underwriters are exercising the option,
the names and denominations in which such shares are to be registered and the
time and place at which such shares will be delivered.  Such time of delivery
(which may not be earlier than the First Closing Date), being herein referred
to as the "Second Closing Date," shall be determined by you, but if at any time
other than the First Closing Date, shall not be earlier than three nor later
than 10 full business days after delivery of such notice of exercise.  The
number of Option Shares to be purchased by each Underwriter shall be determined
by multiplying the number of Option Shares to be sold by the Company by a
fraction, the numerator of which is the number of Firm Shares to be purchased
by such Underwriter as set forth opposite its name in Schedule A and the
denominator of which is the total number of Firm Shares (subject to such
adjustments to eliminate any fractional share purchases as you in your absolute
discretion may make).  The manner of payment for and delivery of the Option
Shares shall be the same as for the Firm Shares as specified in the preceding
paragraph.

You have advised the Company and the Selling Stockholders that each Underwriter
has authorized you to accept delivery of its Shares, to make payment and to
acknowledge receipt therefor.  You, individually and not as the Representative
of the Underwriters, may make payment for any Shares to be purchased by any
Underwriter whose funds shall not have been received by you by the First
Closing Date or the Second Closing Date, as the case may be, for the account of
such Underwriter, but any such payment shall not relieve such Underwriter from
any obligation hereunder.

Section 6.  Covenants of the Company.  The Company, and in the case of Section
6(h), each of the Selling Stockholders, covenants and agrees that:

(a)  During the period when a prospectus relating to the Shares is required to
be delivered under the 1933 Act, the Company will advise you and each of the
Selling Stockholders promptly of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statements or of the
institution of any proceedings for that purpose, or of any notification of the
suspension of qualification of the Shares for sale in any jurisdiction or the
initiation or threatening of any proceedings for that purpose or of any
examination pursuant to Section 8(e) of the 1933 Act concerning the
Registration Statements and if the Company becomes the subject of a proceeding
under Section 8A of the 1933 Act in connection with the Offering, and will also
advise you and each of the Selling Stockholders promptly of any request of the
Commission for amendment or supplement of the Registration Statements, of any
preliminary prospectus or of the Prospectus, or for additional information.

(b)  During the period when a prospectus relating to the Shares is required to
be delivered under the 1933 Act, the Company will give you and each of the
Selling Stockholders notice of its intention to file or prepare any amendment
to the Registration Statements (including any post-effective amendment) or any
Rule 462(b) Registration Statement or any amendment or supplement to the
Prospectus (including any revised prospectus which the Company proposes for use
by the Underwriters in connection with the Offering which differs from the
prospectus on file at the Commission at the time the Rule 429 Registration
Statement became effective, whether or not such revised prospectus is required
to be filed pursuant to Rule 424(b)) and will furnish you and each of the
Selling Stockholders with copies of any such amendment or supplement a
reasonable amount of time prior to such proposed filing or use, as the case may
be, and will not file any such amendment or supplement or use any such
prospectus to which you or counsel for the Underwriters shall reasonably
object.

(c)  If at any time when a prospectus relating to the Shares is required to be
delivered under the 1933 Act any event occurs as a result of which the
Prospectus, including any amendments or supplements, would include an untrue
statement of a material fact, or omit to state any 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 if it is necessary
at any time to amend the Prospectus, including any amendments or supplements
thereto and including any revised prospectus which the Company proposes for use
by the Underwriters in connection with the Offering which differs from the
prospectus on file with the Commission at the time of effectiveness of the Rule
429 Registration Statement, whether or not such revised prospectus is required
to be filed pursuant to Rule 424(b) to comply with the 1933 Act, the Company
promptly will advise you thereof and will promptly prepare and file with the
Commission an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance; and, in case any
Underwriter is required to deliver a prospectus nine months or more after the
effective date of the Registration Statements, the Company upon request, but at
the expense of such Underwriter, will prepare promptly such prospectus or
prospectuses as may be necessary to permit compliance with the requirements of
Section 10(a)(3) of the 1933 Act.

(d)  If at any time following the issuance of an Issuer Free Writing Prospectus
there occurred or occurs an event or development as a result of which such
Issuer Free Writing Prospectus conflicted or would conflict with the
information contained in the Registration Statements or included or would
include an untrue statement of a material fact or omitted or would omit to
state a material fact necessary to make the statements therein, in light of the
circumstances prevailing at that subsequent time, not misleading, the Company
will promptly notify you and will promptly amend or supplement, at its own
expense, such Issuer Free Writing Prospectus to eliminate or correct such
conflict, untrue statement or omission.

(e)  Neither the Company nor any of its subsidiaries will acquire any capital
stock of the Company prior to the earlier of the Second Closing Date or
termination or expiration of the related option nor will the Company declare or
pay any dividend or make any other distribution upon the Common Stock payable
to stockholders of record on a date prior to the earlier of the Second Closing
Date or termination or expiration of the related option, except in either case
as contemplated by the Prospectus.

(f)  As soon as practicable, but not later than the date on which the Company
would be required to file its reports under the Exchange Act containing such
information, the Company will make generally available to its security holders
an earnings statement (which need not be audited) covering a period of at least
12 months beginning after the effective date of the Rule 429 Registration
Statement, which will satisfy the provisions of the last paragraph of Section
11(a) of the 1933 Act.

(g)  During the period when a prospectus relating to the Shares is required to
be delivered under the 1933 Act, the Company will furnish to you at its
expense, subject to the provisions of subsection (d) hereof, copies of the
Registration Statements, the Prospectus, any Permitted Free Writing Prospectus
hereinafter defined, each preliminary prospectus and all amendments and
supplements to any such documents in each case as soon as available and in such
quantities as you may reasonably request, for the purposes contemplated by the
1933 Act.

(h)  The Company and the Selling Stockholders will cooperate with the
Underwriters in qualifying or registering the Shares for sale under the blue
sky laws of such jurisdictions as you designate, and will continue such
qualifications in effect so long as reasonably required for the distribution of
the Shares.  The Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any such
jurisdiction where it is not currently qualified or where it would be subject
to taxation as a foreign corporation.

(i)  During the period of two years hereafter, the Company will furnish you and
each of the other Underwriters with a copy (in each case, to the extent not
publicly available on the Commission's EDGAR system) (i) as soon as practicable
after the filing thereof, of each report filed by the Company with the
Commission, any securities exchange or FINRA; (ii) as soon as practicable after
the release thereof, of each material press release in respect of the Company
that is not disseminated via the Company's website or a national news service;
and (iii) as soon as available, of each report of the Company mailed to
stockholders.

(j)  The Company will use the proceeds received by it from the sale of the
Shares being sold by it in the manner specified in the Prospectus.

(k)  If, at the time of effectiveness of the Registration Statements, any
information shall have been omitted therefrom in reliance upon Rule 430B, then
immediately following the execution of the Pricing Agreement, the Company will
prepare, and file or transmit for filing with the Commission in accordance with
such Rule 430B and Rule 424(b), copies of an amended Prospectus, or, if
required by such Rule 430B, a post-effective amendment to the Registration
Statements (including an amended Prospectus), containing all information so
omitted.  If required, the Company will prepare and file, or transmit for
filing, a Rule 462(b) Registration Statement not later than the date of the
execution of the Pricing Agreement.  If a Rule 462(b) Registration Statement is
filed, the Company shall make payment of, or arrange for payment of, the
additional registration fee owing to the Commission required by Rule 111.

(l)  During the period when a prospectus relating to the Shares is required to
be delivered under the 1933 Act, the Company will comply in all material
respects with all registration, filing and reporting requirements of the
Exchange Act, the Sarbanes-Oxley Act and the Exchange Rules.

(m)  During the period when a prospectus relating to the Shares is required to
be delivered under the 1933 Act, the Company and its subsidiaries will maintain
such controls and other procedures, including without limitation those required
by the Sarbanes-Oxley Act and the applicable regulations thereunder, that are
designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms, including without limitation, controls and
procedures designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company's management, including its
principal executive officer and its principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions
regarding required disclosure, to ensure that material information relating to
the Company, including its subsidiaries is made known to them by others within
those entities.

(n)  During the period when a prospectus relating to the Shares is required to
be delivered under the 1933 Act, the Company will maintain a system of internal
accounting controls designed to provide reasonable assurance that:
(i) transactions are executed in accordance with management's general or
specific authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; (iv) amounts
reflected on the Company's consolidated balance sheet for assets is compared
with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences; and (v) the interactive data in XBRL included
in the Company's filings under the Exchange Act fairly presents the information
called for in all material respects and is prepared in accordance with the
Commission's rules and guidelines applicable thereto.

(o)  The Company agrees not to, directly or indirectly, (i) offer, sell
(including "short" selling), assign, encumber, pledge, transfer, contract to
sell, grant an option to purchase, establish an open "put equivalent position"
within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise
dispose of (or enter into any transaction or device that is designed to, or
could reasonably be expected to, result in the disposition at any time in the
future of) any shares of Common Stock or securities, options or rights
convertible or exchangeable into, or exercisable for, Common Stock;
(ii) enter any swap or other arrangement that transfers all or a portion of the
economic consequences associated with the ownership of any Common Stock; or
(iii) publicly disclose the intention to do any of the foregoing (except, in
each case, (a) Common Stock sold pursuant to this Agreement, (b) the grant of
options and issuance of Common Stock pursuant to the Company's existing stock
incentive plans, (c) the issuance of Common Stock upon the exercise of any
outstanding options to purchase Common Stock, and (d) the issuance of Common
Stock as consideration in any acquisition, provided that (x) the recipient of
such shares of Common Stock agrees to be bound by the foregoing restrictions
for the duration of the Lock-Up Period and (y) the total number of shares of
Common Stock issued by the Company in connection with acquisitions shall not
exceed 10% of the total number of shares of Common Stock then outstanding)
without the prior written consent of the Representative for a period of 90 days
(the "Lock-Up Period") after the date of the Rule 424 Prospectus; provided,
however, that if (1) during the last 17 days of the initial Lock-Up Period, the
Company releases earnings results or material news or a material event relating
to the Company occurs or (2) prior to the expiration of the initial Lock-Up
Period, the Company announces that it will release earnings results during the
16-day period beginning on the last day of the initial Lock-Up Period, then in
either case the Lock-Up Period will be extended until the expiration of the
18-day period beginning on the date of release of the earnings results or the
occurrence of the material news or material event, as applicable, unless the
Representative waives, in writing, such extension.

Section 7.  Covenants of the Company and the Underwriters.  The Company
represents and agrees that, unless it obtains the prior consent of the
Representative, and each Underwriter, severally and not jointly, represents
and agrees that, unless it obtains the prior consent of the Company and the
Representative, it has not made and will not make any offer relating to the
Shares that would constitute an "issuer free writing prospectus," as defined
in Rule 433, or that would otherwise constitute a "free writing prospectus," as
defined in Rule 405, required to be filed with the Commission.  Any such free
writing prospectus consented to by the Representative or by the Company and the
Representative, as the case may be, is hereinafter referred to as a "Permitted
Free Writing Prospectus."  The Company represents that it has treated and
agrees that it will treat each Permitted Free Writing Prospectus as an "issuer
free writing prospectus," as defined in Rule 433, and has complied and will
comply with the requirements of Rule 433 applicable to any Permitted Free
Writing Prospectus, including timely filing with the Commission where required,
legending and record-keeping.

Section 8.  Payment of Expenses.

(a)  Whether or not the transactions contemplated hereunder are consummated or
this Agreement becomes effective as to all of its provisions or is terminated,
the Company agrees to pay (i) all costs, fees and expenses (other than legal
fees and disbursements of counsel for the Underwriters and the Selling
Stockholders and the expenses incurred by the Underwriters) incurred in
connection with the performance of the obligations of the Company and the
Selling Stockholders hereunder, including without limiting the generality of
the foregoing, all fees and expenses of legal counsel for the Company and of
the Company's independent accountants, all costs and expenses incurred in
connection with the preparation, printing, filing and distribution (including
electronic delivery) of the Registration Statements, each preliminary
prospectus, any Permitted Free Writing Prospectus and the Prospectus (including
all exhibits and financial statements) and all amendments and supplements
provided for herein, this Agreement, the Pricing Agreement and a blue sky
memorandum, (ii) all costs, fees and expenses (including legal fees and
disbursements of counsel for the Underwriters) incurred by the Underwriters
in connection with qualifying or registering all or any part of the Shares
for offer and sale under blue sky laws, including the preparation of a blue
sky memorandum relating to the Shares and clearance of such offering with
FINRA; provided, however, that the Company's obligations to pay such fees and
expenses of the counsel of the Underwriters pursuant to this clause (ii) shall
not exceed $25,000 in the aggregate; (iii) all fees and expenses of the
Company's transfer agent, printing of the certificates for the Shares and all
transfer taxes, if any, with respect to the sale and delivery of the Shares to
the several Underwriters; and (iv) all costs, fees and expenses (including
without limitation any damages or other amounts payable in connection with
legal or contractual liability) associated with the reforming of any contracts
for sale of the Shares made by the Underwriters caused by a breach of the
representation contained in the second paragraph of Section 2(b).

(b)  Whether or not the transactions contemplated hereunder are consummated or
this Agreement becomes effective as to all of its provisions or is terminated,
each Selling Stockholder agrees to pay all legal fees and disbursements of
counsel for such Selling Stockholder.

Section 9.  Conditions of the Obligations of the Underwriters.  The obligations
of the several Underwriters to purchase and pay for the Firm Shares on the
First Closing Date and the Option Shares on the Second Closing Date shall be
subject to the accuracy of the representations and warranties on the part of
the Company and each of the Selling Stockholders herein set forth as of the
date hereof and as of the First Closing Date or the Second Closing Date, as the
case may be, to the accuracy of the statements of officers of the Company made
pursuant to the provisions hereof, to the performance by the Company and each
of the Selling Stockholders of their respective obligations hereunder, and to
the following additional conditions:

(a)  Prior to the First Closing Date or the Second Closing Date, as the case
may be, no stop order suspending the effectiveness of the Registration
Statements shall have been issued and no proceedings for that purpose shall
have been instituted or shall be pending or, to the knowledge of the Company,
the Selling Stockholders or you, shall be contemplated by the Commission.  If
the Company has elected to rely upon Rule 430B, the information concerning the
public offering price of the Shares and price-related information, and such
other information omitted from the preliminary prospectus in reliance on Rule
430B, shall have been transmitted to the Commission for filing pursuant to Rule
424(b) in the manner and within the prescribed time period (without reliance on
Rule 424(b)(8)) and the Company will provide evidence satisfactory to the
Representative of such timely filing (or a post-effective amendment providing
such information shall have been filed and declared effective in accordance
with the requirements of Rules 430B and 424(b)).  If a Rule 462(b) Registration
Statement is required, such Registration Statement shall have been transmitted
to the Commission for filing and become effective within the prescribed time
period and, prior to the First Closing Date, the Company shall have provided
evidence of such filing and effectiveness in accordance with Rule 462(b).

(b)  The Shares shall have been qualified for sale under the blue sky laws of
such states as shall have been specified by the Representative.

(c)  The legality and sufficiency of the authorization, issuance and sale or
transfer and sale of the Shares hereunder, the validity and form of the Shares,
the execution and delivery of this Agreement and the Pricing Agreement, and all
corporate proceedings and other legal matters incident thereto, and the form of
the Registration Statements, the Disclosure Package, any Issuer Limited Use
Free Writing Prospectus and the Prospectus (except financial statements) shall
have been approved by counsel for the Underwriters exercising reasonable
judgment.

(d)  You shall not have advised the Company that the Registration Statements,
the Disclosure Package, any Issuer Limited Use Free Writing Prospectus, when
considered together with the Disclosure Package, or the Prospectus or any
amendment or supplement thereto, contains an untrue statement of fact, which,
in the opinion of counsel for the Underwriters, is material or omits to state a
fact which, in the opinion of such counsel, is material and is required to be
stated therein or necessary to make the statements therein not misleading.

(e)  Subsequent to the execution and delivery of this Agreement, there shall
not have occurred any change, or any development involving a prospective
change, materially and adversely affecting particularly the business or
properties of the Company or its subsidiaries, taken as a whole, whether or not
arising in the ordinary course of business, which, in the judgment of the
Representative, makes it impractical or inadvisable to proceed with the
Offering or purchase as contemplated hereby.

(f)  There shall have been furnished to you, as Representative of the
Underwriters, on the First Closing Date or the Second Closing Date, as the case
may be, except as otherwise expressly provided below:

(i)  An opinion of Troutman Sanders LLP, counsel for the Company, addressed to
the Underwriters and dated the First Closing Date or the Second Closing Date,
as the case may be, in form and substance reasonably satisfactory to the
Underwriters.

(ii)   Opinions of counsel for each of the Selling Stockholders, in each case
addressed to the Underwriters and dated the First Closing Date in form and
substance reasonably satisfactory to the Underwriters.

(iii)  Such opinion or opinions of Sidley Austin LLP, counsel for the
Underwriters, dated the First Closing Date or the Second Closing Date, as the
case may be, with respect to the existence of the Company, the validity of the
Shares, the Registration Statements, the Disclosure Package and the Prospectus
and other related matters as you may reasonably require, and the Company shall
have furnished to such counsel such documents and shall have exhibited to them
such papers and records as they reasonably request for the purpose of enabling
them to pass upon such matters.

(iv)  A certificate of the chief executive officer and the principal financial
officer of the Company, dated the First Closing Date or the Second Closing
Date, as the case may be, to the effect that:

(1)  the representations and warranties of the Company set forth in Section 2
of this Agreement are true and correct as of the date of this Agreement and as
of the First Closing Date or the Second Closing Date, as the case may be, and
the Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to such closing
date;

(2)  the Commission has not issued an order preventing or suspending the use of
the Prospectus or any preliminary prospectus filed as a part of the
Registration Statements or any amendment thereto; no stop order suspending the
effectiveness of the Registration Statements has been issued; and to the best
knowledge of the respective signers, no proceedings for that purpose have been
instituted or are pending or contemplated under the 1933 Act; and

(3)  subsequent to the date of the most recent financial statements included in
the Registration Statements and Prospectus, and except as set forth or
contemplated in the Prospectus, (A) none of the Company and its consolidated
subsidiaries has incurred any material liabilities or obligations, direct or
contingent, or entered into any material transactions not in the ordinary
course of business, and (B) there has not been any change that has had or would
reasonably be expected to have a material adverse effect upon the Company and
its subsidiaries taken as a whole or any material change in their short-term
debt or long-term debt.

The delivery of the certificate provided for in this subparagraph shall be
and constitute a representation and warranty of the Company as to the facts
required in the immediately foregoing clauses (1), (2) and (3) to be set forth
in said certificate.

(v)  A certificate of each of the Blum Selling Stockholders, on behalf of
themselves, and the Agent, on behalf of the Prism Selling Stockholders, dated
the First Closing Date to the effect that the representations and warranties of
such Selling Stockholder set forth in Section 3 are true and correct as of such
date and such Selling Stockholder has complied with all the agreements and
satisfied all the conditions on the part of such Selling Stockholder to be
performed or satisfied at or prior to such date.

(vi)  At the time the Pricing Agreement is executed and also on the First
Closing Date or the Second Closing Date, as the case may be, there shall be
delivered to you letters addressed to you, as Representative of the
Underwriters, from BDO USA, LLP, an independent registered public accounting
firm, the first one to be dated the date of the Pricing Agreement, the second
one to be dated the First Closing Date and the third one (in the event of a
second closing) to be dated the Second Closing Date, in form and substance
reasonably satisfactory to the Underwriters.  There shall not have been any
change or decrease specified in the letters referred to in this subparagraph
which makes it impractical or inadvisable in the judgment of the Representative
to proceed with the Offering or purchase of the Shares as contemplated hereby.

(vii)  A certificate of the chief executive officer and the principal financial
officer of the Company, dated the First Closing Date or the Second Closing
Date, as the case may be, regarding certain statistical or financial figures
included or incorporated by reference in the Prospectus which you may
reasonably request and which have not been otherwise verified by the letters
referred to in clause (vi) above, such verification to include the provision of
documentary evidence supporting any such statistical or financial figure.

(viii)  A certificate from the secretary of state or applicable governmental
body, dated as of a date within five days prior to the First Closing Date or
the Second Closing Date, as the case may be, as to the good standing of each of
the Company and the Significant Subsidiaries in each such entity's jurisdiction
of formation (to the extent the laws of the jurisdiction of formation recognize
the concept of good standing).

(ix)  Such further certificates and documents as you may reasonably request.
All such opinions, certificates, letters and documents shall be in compliance
with the provisions hereof only if they are satisfactory to you and to Sidley
Austin LLP, counsel for the Underwriters, which approval shall not be
unreasonably withheld.  The Company shall furnish you with such manually signed
or conformed copies of such opinions, certificates, letters and documents as
you request.

If any condition to the Underwriters' obligations hereunder to be satisfied
prior to or at the First Closing Date is not so satisfied, this Agreement at
your election will terminate upon notification to the Company and the Selling
Stockholders without liability on the part of any Underwriter or the Company or
the Selling Stockholders, except for the expenses to be paid or reimbursed by
the Company pursuant to Sections 8 and 10 hereof and except to the extent
provided in Section 12 hereof.

Section 10.  Reimbursement of Underwriters' Expenses.  If the sale to the
Underwriters of the Firm Shares on the First Closing Date is not consummated
because any condition of the Underwriters' obligations hereunder is not
satisfied or because of any refusal, inability or failure on the part of the
Company or any of the Selling Stockholders to perform any agreement herein or
to comply with any provision hereof, unless such failure to satisfy such
condition or to comply with any provision hereof is due to the default or
omission of any Underwriter, the Company agrees to reimburse you and the other
Underwriters upon demand for all out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been reasonably incurred by
you and them in connection with the proposed purchase and the sale of the
Shares.  Any such termination shall be without liability of any party to any
other party except that the provisions of this Section 10, Section 8 and
Section 12 shall at all times be effective and shall apply.

Section 11.  Effectiveness of Registration Statements.  You and the Company
will use your and its best efforts to prevent the issuance of any stop order
suspending the effectiveness of the Registration Statements and, if such stop
order is issued, to obtain as soon as possible the lifting thereof.

Section 12.  Indemnification.  (a) The Company agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of the 1933 Act or the Exchange Act against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter or
such controlling person may become subject under the 1933 Act, the Exchange Act
or other federal or state statutory law or regulation, at common law or
otherwise (including in settlement of any litigation if such settlement is
effected with the written consent of the Company), insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statements, including the information deemed
to be part of the Registration Statements at the time specified in Rule 430B,
any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus,
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact, in the case of
the Registration Statements or any amendment or supplement thereto, required to
be stated therein or necessary to make the statements therein not misleading
and, in the case of any preliminary prospectus, any Issuer Free Writing
Prospectus, the Prospectus, or any amendment or supplement thereto, necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading; and will reimburse each Underwriter and each such
controlling person for any legal or other expenses reasonably incurred by such
Underwriter or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
the Registration Statements, any preliminary prospectus, any Issuer Free
Writing Prospectus, the Prospectus or any amendment or supplement thereto in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Underwriter through the Representative,
specifically for use therein.  In addition to its other obligations under this
Section 12(a), the Company agrees that, as an interim measure during the
pendency of any claim, action, investigation, inquiry or other proceeding
arising out of or based upon any statement or omission, or any alleged
statement or omission, described in this Section 12(a), it will reimburse the
Underwriters on a monthly basis for all reasonable legal and other expenses
incurred in connection with investigating or defending any such claim, action,
investigation, inquiry or other proceeding, notwithstanding the absence of a
judicial determination as to the propriety and enforceability of the Company's
obligation to reimburse the Underwriters for such expenses and the possibility
that such payments might later be held to have been improper by a court of
competent jurisdiction.  This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

(b)  Each of the Selling Stockholders agrees severally and not jointly in
proportion to the number of Shares to be sold by such Selling Stockholder
hereunder to indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of the 1933 Act or the
Exchange Act against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter or such controlling person may become
subject under the 1933 Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise (including in
settlement of any litigation if such settlement is effected with the written
consent of such Selling Stockholder), insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statements, including the information deemed to be part of
the Registration Statements at the time specified in Rule 430B, any preliminary
prospectus, any Issuer Free Writing Prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact about such Selling
Stockholder required to be stated therein or necessary to make the statements
therein about such Selling Stockholder (in the case of any preliminary
prospectus, any Issuer Free Writing Prospectus, the Prospectus, or any
amendment or supplement thereto, in light of the circumstances under which they
were made) not misleading; and will reimburse each Underwriter and each such
controlling person for any legal or other expenses reasonably incurred by such
Underwriter or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the obligations under this Section 12(b) shall only apply to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statements, any preliminary prospectus, any Issuer Free Writing
Prospectus, the Prospectus, or any amendment or supplement thereto in reliance
upon and in conformity with the Selling Stockholder Information.  In addition
to its other obligations under this Section 12(b), each of the Selling
Stockholders agrees that, as an interim measure during the pendency of any
claim, action, investigation, inquiry or other proceeding to the extent arising
out of or based solely upon any statement or omission, or any alleged statement
or omission, in or from the Selling Stockholder Information of such Selling
Stockholder, it will reimburse the Underwriters on a monthly basis for all
reasonable legal and other expenses incurred in connection with investigating
or defending any such claim, action, investigation, inquiry or other
proceeding, notwithstanding the absence of a judicial determination as to the
propriety and enforceability of such Selling Stockholder's obligation to
reimburse the Underwriters for such expenses and the possibility that such
payments might later be held to have been improper by a court of competent
jurisdiction. Notwithstanding anything to the contrary in this Section 12(b),
in no event shall the liability of a Selling Stockholder exceed the aggregate
gross proceeds, after deducting underwriting discounts and commissions, but
before expenses, from the sale of Shares by such Selling Stockholder in the
Offering.  This indemnity agreement will be in addition to any liability which
such Selling Stockholder may otherwise have.

(c)  Each Underwriter will severally indemnify and hold harmless the Company,
each of its directors, each of its officers who signed the Registration
Statements, the Selling Stockholders and each person, if any, who controls the
Company within the meaning of the 1933 Act or the Exchange Act, against any
losses, claims, damages or liabilities to which the Company, or any such
director, officer, Selling Stockholder or controlling person may become subject
under the 1933 Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of such
Underwriter), insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue or
alleged untrue statement of any material fact contained in the Registration
Statements, any preliminary prospectus, any Issuer Free Writing Prospectus, the
Prospectus, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact,
in the case of the Registration Statements or any amendment or supplement
thereto, required to be stated therein or necessary to make the statements
therein not misleading and, in the case of any preliminary prospectus, any
Issuer Free Writing Prospectus, the Prospectus, or any amendment or supplement
thereto, necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Registration
Statements, any preliminary prospectus, any Issuer Free Writing Prospectus, the
Prospectus, or any amendment or supplement thereto in reliance upon and in
conformity with the information referenced in Section 4 of this Agreement
(which is the only information furnished by the Underwriters for inclusion
therein); and will reimburse any legal or other expenses reasonably incurred by
the Company, or any such director, officer, Selling Stockholder or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action.  In addition to their other obligations under this
Section 12(c), the Underwriters agree that, as an interim measure during the
pendency of any claim, action, investigation, inquiry or other proceeding
arising out of or based upon any statement or omission, or any alleged
statement or omission, described in this Section 12(c), they will reimburse the
Company and the Selling Stockholders on a monthly basis for all reasonable
legal and other expenses incurred in connection with investigating or defending
any such claim, action, investigation, inquiry or other proceeding,
notwithstanding the absence of a judicial determination as to the propriety and
enforceability of the Underwriters' obligation to reimburse the Company and the
Selling Stockholders for such expenses and the possibility that such payments
might later be held to have been improper by a court of competent jurisdiction.

(d)  Promptly after receipt by an indemnified party under this Section 12 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 12, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party except to the extent that
the indemnifying party was prejudiced by such failure to notify.  In case any
such action is brought against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
all other indemnifying parties similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party;
provided, however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded based upon the advice of counsel that there may be
legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, or
the indemnified and indemnifying parties may have conflicting interests which
would make it inappropriate for the same counsel to represent both of them, the
indemnified party or parties shall have the right to select separate counsel to
assume such legal defense and otherwise to participate in the defense of such
action on behalf of such indemnified party or parties.  Upon receipt of notice
from the indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 12 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed such counsel in connection with the
assumption of legal defense in accordance with the proviso to the immediately
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel,
approved by the Representative in the case of paragraph (a) representing all
indemnified parties not having different or additional defenses or potential
conflicting interest among themselves who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability arising out of such
proceeding.

(e)  If the indemnification provided for in this Section 12 is unavailable to
an indemnified party under paragraphs (a), (b) or (c) hereof in respect of any
losses, claims, damages or liabilities referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company, the
Selling Stockholders and the Underwriters from the Offering or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company, the
Selling Stockholders and the Underwriters in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations.  The respective relative
benefits received by the Company, the Selling Stockholders and the Underwriters
shall be deemed to be in the same proportion, in the case of the Company and
the Selling Stockholders, as the total price paid to the Company and the
Selling Stockholders for the Shares by the Underwriters (net of underwriting
discount but before deducting expenses) bears to, and in the case of the
Underwriters, as the underwriting discount received by them bears to, the total
of such amounts paid to the Company and the Selling Stockholders and received
by the Underwriters as underwriting discount, in each case as contemplated by
the Prospectus.  The relative fault of the Company, the Selling Stockholders
and the Underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Company, the Selling Stockholders or the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The amount paid or payable by a party as a result
of the losses, claims, damages and liabilities referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with investigating or defending any action or claim.

The Company, each of the Selling Stockholders and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section
12(e) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph.  Notwithstanding the provisions of
this Section 12(e), no Underwriter shall be required to contribute any amount
in excess of the aggregate underwriting discount or commission applicable to
the Shares purchased by such Underwriter pursuant to this Agreement and no
Selling Stockholder shall be required to contribute any amount in excess of the
aggregate gross proceeds, after deducting underwriting discounts and
commissions, but before expenses, from the sale of Shares by such Selling
Stockholder pursuant to this Agreement.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The Underwriters' obligations to contribute
pursuant to this Section 12(e) are several in proportion to their respective
underwriting commitments and not joint.

(f)  The provisions of this Section 12 shall survive any termination of this
Agreement.

Section 13.  Default of Underwriters.  It shall be a condition to the agreement
and obligation of the Company and each of the Selling Stockholders to sell and
deliver the Shares hereunder, and of each Underwriter to purchase the Shares
hereunder, that, except as hereinafter in this paragraph provided, each of the
Underwriters shall purchase and pay for all Shares agreed to be purchased by
such Underwriter hereunder upon tender to the Representative of all such Shares
in accordance with the terms hereof.  If any Underwriter or Underwriters
default in their obligations to purchase Shares hereunder on the First Closing
Date and the aggregate number of Shares which such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10 percent of the
total number of Shares which the Underwriters are obligated to purchase on the
First Closing Date, the Representative may make arrangements satisfactory to
the Company and the Selling Stockholders for the purchase of such Shares by
other persons, including any of the Underwriters, but if no such arrangements
are made by such date the nondefaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Shares which such defaulting Underwriters agreed but failed to purchase on
such date.  If any Underwriter or Underwriters so default and the aggregate
number of Shares with respect to which such default or defaults occur is more
than the above percentage and arrangements satisfactory to the Representative,
the Company and the Selling Stockholders for the purchase of such Shares by
other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any nondefaulting Underwriter
or the Company or the Selling Stockholders, except for the expenses to be paid
by the Company pursuant to Section 8 hereof and except to the extent provided
in Section 12 hereof.

In the event that Shares to which a default relates are to be purchased by the
nondefaulting Underwriters or by another party or parties, the Representative
or the Company shall have the right to postpone the First Closing Date for not
more than seven business days in order that the necessary changes in the Rule
429 Registration Statement, Prospectus and any other documents, as well as any
other arrangements, may be effected.  As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 13.  Nothing herein will relieve a defaulting Underwriter from
liability for its default.

Section 14.  Effective Date.  This Agreement shall become effective immediately
as to Sections 8, 10, 12 and 15 and as to all other provisions at 10:00 A.M.,
Chicago Time, on the day following the date upon which the Pricing Agreement is
executed and delivered, unless such a day is a Saturday, Sunday or holiday (and
in that event this Agreement shall become effective at such hour on the
business day next succeeding such Saturday, Sunday or holiday); but this
Agreement shall nevertheless become effective at such earlier time after the
Pricing Agreement is executed and delivered as you may determine on and by
notice to the Company or by release of any Shares for sale to the public.  For
the purposes of this Section 14, the Shares shall be deemed to have been so
released upon the release for publication of any newspaper advertisement
relating to the Shares or upon the release by you of written communications
(i) advising Underwriters that the Shares are released for public offering, or
(ii) offering the Shares for sale to securities dealers, whichever may occur
first.

Section 15.  Termination.  Without limiting the right to terminate this
Agreement pursuant to any other provision hereof:

(a)  This Agreement may be terminated by the Company by notice to you and the
Selling Stockholders or by you by notice to the Company and the Selling
Stockholders at any time prior to the time this Agreement shall become
effective as to all its provisions, and any such termination shall be without
liability on the part of the Company or the Selling Stockholders to any
Underwriter (except for the expenses to be paid or reimbursed pursuant to
Section 8 hereof and except to the extent provided in Section 12 hereof) or of
any Underwriter to the Company or the Selling Stockholders.

(b)  This Agreement may also be terminated by you prior to the First Closing
Date, and the option referred to in Section 5, if exercised, may be cancelled
at any time prior to the Second Closing Date, if (i) trading in securities on
the New York Stock Exchange or the NASDAQ Stock Market shall have been
suspended or minimum prices shall have been established on such exchange or
market, or (ii) a banking moratorium shall have been declared by Illinois, New
York, or United States authorities, or (iii) there shall have been any material
adverse change in financial markets or any material adverse change in
political, economic or financial conditions which, in the opinion of the
Representative, either renders it impracticable or inadvisable to proceed with
the Offering and sale of the Shares on the terms set forth in the Prospectus or
materially and adversely affects the market for the Shares, or (iv) there shall
have been an outbreak of major armed hostilities between the United States and
any foreign power or terrorist organization which in the opinion of the
Representative makes it impractical or inadvisable to offer or sell the Shares.
Any termination pursuant to this paragraph (b) shall be without liability on
the part of any Underwriter to the Company or the Selling Stockholders or on
the part of the Company or the Selling Stockholders to any Underwriter (except
for expenses to be paid or reimbursed pursuant to Section 8 hereof and except
to the extent provided in Section 12 hereof).

Section 16.  Representations and Indemnities to Survive Delivery.  The
respective indemnities, agreements, representations, warranties and other
statements of the Company, of its officers, of the Selling Stockholders and of
the several Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of any Underwriter, Selling Stockholder or the Company or any of its or
their partners, principals, members, officers or directors or any controlling
person, and will survive delivery of and payment for the Shares sold hereunder.

Section 17.  Notices.  All communications hereunder will be in writing and, if
sent to the Underwriters will be mailed, delivered or telegraphed and confirmed
to you c/o William Blair & Company, L.L.C., 222 West Adams Street, Chicago,
Illinois 60606, with a copy to Robert L. Verigan, c/o Sidley Austin LLP, One
South Dearborn Street, Chicago, Illinois 60603; if sent to the Company or any
of the Selling Stockholders will be mailed, delivered or telegraphed and
confirmed to the Company at its corporate headquarters with a copy to David W.
Ghegan, c/o Troutman Sanders LLP, 600 Peachtree Street, N.E., Suite 5200,
Atlanta, Georgia 30308; and if sent to one of the Selling Stockholders, will be
mailed, delivered or telegraphed and confirmed to such Selling Stockholder at
such address as they have previously furnished to the Company and the
Representative.

Section 18.  No Advisory or Fiduciary Relationship.  The Company and each of
the Selling Stockholders acknowledges and agrees that (a) the purchase and sale
of the Shares pursuant to this Agreement, including the determination of the
public offering price of the Shares and any related discounts and commissions,
is an arm's-length commercial transaction between the Company and the Selling
Stockholders, on the one hand, and the several Underwriters, on the other hand,
(b) in connection with the Offering and the process leading to such transaction
each Underwriter is and has been acting solely as a principal and is not the
agent or fiduciary of the Company, the Selling Stockholders, or its or their
stockholders, creditors, employees or any other party, (c) no Underwriter has
assumed or will assume an advisory or fiduciary responsibility in favor of the
Company or the Selling Stockholders with respect to the Offering or the process
leading thereto (irrespective of whether such Underwriter has advised or is
currently advising the Company on other matters) and no Underwriter has any
obligation to the Company or the Selling Stockholders with respect to the
Offering except the obligations expressly set forth in this Agreement, (d) the
Underwriters and their respective affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Company and
the Selling Stockholders and (e) the Underwriters have not provided any legal,
accounting, regulatory or tax advice with respect to the Offering and the
Company and the Selling Stockholders have consulted its and their own legal,
accounting, regulatory and tax advisors to the extent it and they deemed
appropriate.

Section 19.  Successors.  This Agreement and the Pricing Agreement will inure
to the benefit of and be binding upon the parties hereto and their respective
successors, personal representatives and assigns, and to the benefit of the
officers and directors and controlling persons referred to in Section 12, and
no other person will have any right or obligation hereunder.  The term
"successors" shall not include any purchaser of the Shares as such from any of
the Underwriters merely by reason of such purchase.

Section 20.  Representation of Underwriters.  You will act as Representative
for the several Underwriters in connection with this financing, and any action
under or in respect of this Agreement taken by you will be binding upon all the
Underwriters.

Section 21.  Partial Unenforceability.  If any section, paragraph or provision
of this Agreement is for any reason determined to be invalid or unenforceable,
such determination shall not affect the validity or enforceability of any other
section, paragraph or provision hereof.

Section 22.  Applicable Law.  This Agreement and the Pricing Agreement shall be
governed by and construed in accordance with the laws of the State of New York.

                   [Signatures follow on next page]

                                  * * * * * *

If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicates hereof, whereupon it will
become a binding agreement among the Company, the Selling Stockholders and the
several Underwriters including you, all in accordance with its terms.

                   Very truly yours,

                   PRGX Global, Inc.


                   By:    __________________________________
                   Name:
                   Title:


                   Acting as Agent and attorney-in-fact of the Prism Selling
                   Stockholders named in Schedule B

                   By:    __________________________________
                   Name:  Jerald M. Weintraub, Attorney-in-Fact


                   Richard C. Blum & Associates, Inc.

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Director & Chief Financial Officer


                   Blum Capital Partners, L.P.

                   By: Richard C. Blum & Associates, Inc., its general
                   Partner

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Director & Chief Financial Officer

                                  * * * * * *


                   Blum Strategic Partners II, L.P.

                   By: Blum Strategic GP II, L.L.C., its general partner

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Managing Member


                   Blum Strategic Partners II GmbH & Co. KG

                   By: Blum Strategic GP II, L.L.C., its managing
                   limited partner

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Managing Member


                   BK Capital Partners IV, L.P.

                   By: Blum Capital Partners, L.P., its general partner

                   By: Richard C. Blum & Associates, Inc., its general
                   partner

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Director & Chief Financial Officer

                                  * * * * * *


The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.

William Blair & Company, L.L.C.

Acting as Representative of the
several Underwriters named in
Schedule A.

                                  * * * * * *


                                  Schedule A

                                                            Number of
                                                           Firm Shares
Underwriter                                               to be Purchased

William Blair & Company, L.L.C.                             3,437,080

Robert W. Baird & Co. Incorporated                          2,187,232

B. Riley & Co., LLC                                           312,461

Barrington Research Associates, Inc.                          312,461

                                       Total                 6,249,234

                                  * * * * * *


                                  Schedule B


                                                            Number of Firm
Selling Stockholders                                       Shares to be Sold

Blum Selling Stockholders:

Blum Capital Partners, L.P.                                      14,807

BK Capital Partners IV, L.P.                                      1,369

Blum Strategic Partners II, L.P.                              2,674,822

Blum Strategic Partners II GmbH & Co. KG                         55,148

Richard C. Blum & Associates, Inc.                                3,088



Prism Selling Stockholders:

Prism Partners I, L.P.                                           25,622

Prism Partners III Leveraged, L.P.                              102,486

Prism Partners IV Leveraged Offshore Fund                       871,892

                                 Total                         3,749,234

                                  * * * * * *


                                  Schedule C

                  Issuer General Use Free Writing Prospectuses


None

                                  * * * * * *


                                  Schedule D

                     Significant Subsidiaries of the Company


Domestic entities:
PRGFS, Inc. (Delaware corporation)
PRGX Commercial LLC (Georgia LLC)
PRG International, Inc. (Georgia corporation)
PRGX USA, Inc. (Georgia corporation)
PRGTS, LLC (Georgia LLC)


International entities:
PRGX UK Ltd (UK Private Limited Company)
PRGX UK Holdings Ltd (UK Private Limited Company)
PRGX Canada Corp. (Nova Scotia Unlimited Corporation)
Meridian Corporation Limited (Jersey Private Limited Company)
PRGX Brasil Ltda. (Brazil sociedad empresaria limitada)

                                  * * * * * *


                                                                    Exhibit A

                             PRGX Global, Inc.

                   6,249,234 Shares of Common Stock2

                            Pricing Agreement

                                                             December 5, 2012
William Blair & Company, L.L.C.
  As Representative of the Several
  Underwriters
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606

Ladies and Gentlemen:

     Reference is made to the Underwriting Agreement dated December 5, 2012
(the "Underwriting Agreement") relating to the sale by the Company and the
Selling Stockholders, and the purchase by the several Underwriters for whom
William Blair & Company, L.L.C. is acting as representative (the
"Representative"), of the above Shares.  All terms herein shall have the
definitions contained in the Underwriting Agreement except as otherwise defined
herein.

     Pursuant to Section 5 of the Underwriting Agreement, the Company and each
of the Selling Stockholders agrees with the Representative as follows:

1.  The public offering price per share for the Shares shall be $6.39.

     2.  The purchase price per share for the Shares to be paid by the several
Underwriters shall be $6.0066, being an amount equal to the public offering
price set forth above less $0.3834 per share.



                      [Signatures follow on next page]
__________________
2 Plus options to acquire up to an aggregate of 937,385 additional shares to
cover overallotments

                                  * * * * * *


If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicates hereof, whereupon it will
become a binding agreement among the Company, the Selling Stockholders and the
several Underwriters, including you, all in accordance with its terms.



                   Very truly yours,

                   PRGX Global, Inc.


                   By:    __________________________________
                   Name:
                   Title:


                   Acting as Agent and attorney-in-fact of the Prism Selling
                   Stockholders named in Schedule B

                   By:    __________________________________
                   Name:  Jerald M. Weintraub, Attorney-in-Fact


                   Richard C. Blum & Associates, Inc.

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Director & Chief Financial Officer


                   Blum Capital Partners, L.P.

                   By: Richard C. Blum & Associates, Inc., its general
                   Partner

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Director & Chief Financial Officer


                   Blum Strategic Partners II, L.P.

                                  * * * * * *


                   By: Blum Strategic GP II, L.L.C., its general partner

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Managing Member


                   Blum Strategic Partners II GmbH & Co. KG

                   By: Blum Strategic GP II, L.L.C., its managing
                   limited partner

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Managing Member


                   BK Capital Partners IV, L.P.

                   By: Blum Capital Partners, L.P., its general partner

                   By: Richard C. Blum & Associates, Inc., its general
                   partner

                   By:    __________________________________
                   Name:  Marc T. Scholvinck
                   Title: Director & Chief Financial Officer


                                  * * * * * *


The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.

William Blair & Company, L.L.C.

Acting as Representative of the
several Underwriters named in
Schedule A.


                                  * * * * * *


                     Schedule A to Pricing Agreement

                          Pricing Information


-  Total Shares Offered: 6,249,234 (with overallotment option: 7,186,619)
-  Price to Public: $6.39
-  Underwriting Discount: $0.3834
-  Expected Settlement Date: December 11, 2012