SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 11)*

Wright Investors’ Holding Services, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

982345100

(CUSIP Number)

Harvey P. Eisen

c/o Bedford Oak Advisors, LLC

177 West Putnam Road

Greenwich, CT 06830

(914) 242-5701

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copies to:

David L. Hefflinger
Guy Lawson
McGrath North Mullin & Kratz, PC LLO
1601 Dodge Street, Suite 3700
Omaha, Nebraska 68102
(402) 341-3070

August 30, 2019

(Date of Event which Requires

Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.      982345100 Page 2 of 11 Pages

1	NAME OF REPORTING PERSON Bedford Oak Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,873,017
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,873,017
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,873,017
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%* (See Item 5)
14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D

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1	NAME OF REPORTING PERSON Bedford Oak Acorn, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,897,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,897,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,897,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%* (See Item 5)
14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D

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1	NAME OF REPORTING PERSON Bedford Oak Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,511,169
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,511,169
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,511,169
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.9%* (See Item 5)
14	TYPE OF REPORTING PERSON* IA

SCHEDULE 13D

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1	NAME OF REPORTING PERSON Harvey P. Eisen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 691,152* (See Item 5)
		8	SHARED VOTING POWER 5,511,169
		9	SOLE DISPOSITIVE POWER 691,152* (See Item 5)
		10	SHARED DISPOSITIVE POWER 5,511,169
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,761,169* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.8%* (See Item 5)
14	TYPE OF REPORTING PERSON* IN

CUSIP No.      982345100 Page  7 of 11 Pages

Explanatory Note

This Amendment No. 11 to Schedule 13D updates share and option information of the Reporting Persons.

Item 1. Security and Issuer.

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 11”) amends and supplements the Schedule 13D/A filed on December 20, 2012 (“Amendment 10”), the Schedule 13D/A filed on June 21, 2012 (“Amendment No. 9”), the Schedule 13D/A filed on June 20, 2012 (“Amendment No. 8”), the Schedule 13D/A filed on January 6, 2012 (“Amendment No. 7”), the Schedule 13D/A filed on January 3, 2012 (“Amendment No. 6”), the Schedule 13D/A filed on September 20, 2010 (“Amendment No. 5”), the Schedule 13D/A filed on June 3, 2010 (“Amendment No. 4”), the Schedule 13D/A filed on October 7, 2008 (“Amendment No. 3”), the Schedule 13D/A filed on December 31, 2007 (“Amendment No. 2”), the Schedule 13D/A filed on October 3, 2007 (“Amendment No. 1”) and the Schedule 13D filed on August 28, 2007 (the “Original Schedule 13D” and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 8, Amendment No. 10 and Amendment No. 11, collectively referred to herein as the “Schedule 13D”).  This Amendment No. 11 relates to the common stock, par value $0.01 per share (the “Common Stock”), of Wright Investors’ Service Holdings, Inc., f/k/a National Patent Development Corporation (the “Company”).  The address of the principal executive offices of the Company is 177 West Putnam Road, Greenwich, CT 06830.

Item 2. Identity and Background

Item 2 of Schedule 13D is hereby amended and restated in its entirety as follows:

(a) This Schedule 13D is being filed jointly by (i) Bedford Oak Capital, L.P., a Delaware limited partnership (“Capital”); (ii) Bedford Oak Acorn, L.P., a Delaware limited partnership (“Acorn”), (iii) Bedford Oak Advisors, LLC, a Delaware limited liability company (the “Advisor”); and (iv) Mr. Harvey P. Eisen (collectively the “Reporting Persons”). This Schedule 13D reports the direct beneficial ownership of Common Stock held by the Partnership and Mr. Eisen. The investment manager of the Capital and Acorn and Offshore is the Advisor. The managing member of the Advisor is Mr. Eisen, who is responsible for all investment decisions made by the Advisor.

(b) The address of the principal business and principal office of Capital, Acorn, Advisors and Mr. Eisen is 177 West Putnam Road, Greenwich, CT 06830.

(c) The principal business of Capital and Acorn is investment in securities. The principal business of the Advisor and Mr. Eisen is investment management, including the management of Capital and Acorn.

(d) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

CUSIP No.      982345100 Page 8 of 11 Pages

(e) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Capital and Acorn are Delaware limited partnerships.   Advisors is a Delaware limited liability company.  Mr. Eisen is a United States citizen. 

Item 5. Interest in Securities of the Issuer.

Items 5 of Schedule 13D is hereby amended and restated in its entirety as follows

(a)   As of the date hereof, (a) Capital directly beneficially owns 1,873,017 shares of Common Stock, constituting approximately 9.5% of the outstanding shares, (b) Acorn directly beneficially owns 1,897,000 shares of Common Stock, constituting approximately 9.6% of the outstanding shares (c) Advisor directly owns 1,300,000 shares of Common Stock, constituting approximately 6.6% of the outstanding shares, and (d) Mr. Eisen directly beneficially owns 441,152 shares of Common Stock, constituting approximately 2.2% of the outstanding shares (based on 19,744,321 shares of Common Stock outstanding as of August 7, 2019, as disclosed by the Company in its quarterly report filed on Form 10-Q for the period ended June 30, 2019).  In its capacity as investment manager of Capital and Acorn, such shares may be deemed to be indirectly beneficially owned by the Advisor and, in his capacity as managing member of the Advisor, by Mr. Eisen.  The Advisor may be deemed to directly and indirectly beneficially own 5,511,169 shares of Common Stock, or approximately 27.9% of the outstanding shares.  Mr. Eisen has vested options to acquire an additional 250,000 shares of Common Stock and thereby may be deemed to beneficially own an aggregate of 5,761,169 shares of Common Stock, or approximately 28.8 % of the outstanding shares.

(b)   Capital and the Advisor share the power to direct the vote and the disposition of 1,873,017 shares of Common Stock owned by Capital pursuant to an investment advisory agreement.  Acorn and the Advisor share the power to direct the vote and the disposition of 1,897,000 shares of Common Stock owned by Acorn pursuant to an investment advisory agreement.  The Advisor (in its capacity as investment manager of Capital and  Acorn and certain other private investment partnerships) and Mr. Eisen (as managing member of the Advisor) share the power to direct the vote and the disposition of 5,511,169 shares of Common Stock including shares owned by Capital and Acorn.  Mr. Eisen has the sole power to direct the vote and the disposition of the 691,152 shares of common stock, including the 250,000 vested options to purchase shares of Common Stock.

(c)   On August 30, 2019, Mr. Eisen acquired 441,152 shares of Common Stock at a price of $0.42 per share in a private transaction pursuant to a Stock Sale and Purchase Agreement dated August 30, 2019 and filed herewith as Exhibit 99.1.  Other than as described herein, none of the Reporting Persons have completed any transactions in the Common Stock of the Company during the last sixty days.

CUSIP No.      982345100 Page 9 of 11 Pages

(d)   No person other than the Adviser or Mr. Eisen has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by Partners, Capital, Acorn, or Offshore.  No person other than Mr. Eisen has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by him.

(e)   Not applicable.

By virtue of the relationships among the Reporting Persons, as described in Item 2, the Reporting Persons and the funds may be deemed to be a “group” under the Federal securities laws.  Except as otherwise set forth in this Schedule 13D, each Reporting Person expressly disclaims beneficial ownership of any of the shares of Common Stock beneficially owned by any other Reporting Person and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any Reporting Person is a beneficial owner of any such shares.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 30, 2019

BEDFORD OAK CAPITAL, L.P.
By: Bedford Oak Management, LLC
By:	/s/ Harvey P. Eisen
Name:  Harvey P. Eisen
Title: Managing Member
BEDFORD OAK ACORN, L.P.
By: Bedford Oak Management, LLC
By:	/s/ Harvey P. Eisen
Name:  Harvey P. Eisen
Title: Managing Member
BEDFORD OAK ADVISORS, LLC
By:	/s/ Harvey P. Eisen
	Name: Harvey P. Eisen
	Title: Managing Member
HARVEY P. EISEN
By:	/s/ Harvey P. Eisen
	Harvey P. Eisen

Signature Page to Schedule 13D

CUSIP No.      982345100 Page 11 of 11 Pages

EXHIBIT INDEX

Exhibit No.
99.1	Stock Sale and Purchase Agreement, dated August 30, 2019

EX-99.1

Exhibit 99.1

STOCK SALE AND PURCHASE AGREEMENT

THIS STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) is dated as of August 30, 2019, and is made and entered into by and among parties as set forth under “Buyers” below and the parties set forth under “Sellers” below, and Wright Investors’ Services Holdings, Inc., a Delaware corporation (the “Company”).

A.       Sellers are the beneficial owners of an aggregate of 2,641,152 shares of common stock (the “Shares”) of the Company, which are evidenced by certificates (the “Certificates”) and book entry form at Computershare Trust Company, N.A. (the “Escrow Agent”).

B.        Sellers desire to sell and Buyers desire to purchase the Shares on the terms and conditions set forth herein.

Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyers, intending to be legally bound, do hereby agree as follows:

ARTICLE I

SALE AND PURCHASE

Section 1.1 Sale and Purchase of Shares. At the Closing (as defined below), Sellers shall severally sell, assign, transfer and deliver to Buyers all of the right, title and interest in all of the Shares, and each Buyer hereby severally shall purchase, acquire and accept the Shares from Sellers as follows, which transactions shall be effected through the Escrow Agent, as described below. Each Buyer shall wire his portion of the Sale Price to the Escrow Agent, and the Escrow Agent shall wire to each Seller the allocable portion of the Proceeds.

Sellers	No. of Shares Sold		Proceeds
Cove Street Capital LLC (“Cove”)		968,940	$	406,954.80
Jeffrey Bronchick		814,122		341,931.24
Eugene Robin		105,000		44,100.00
Paul Hinkle		20,000		8,400.00
Marshal Geller		683,090		286,897.80
Andrew Leaf		50,000		21,000.00
		2,641,152	$	1,109,283.84

Buyers	No. of Shares Purchased		Sale Price
Bill Miller		1,500,000	$	630,000.00
Joe Moglia		500,000		210,000.00
Dort Cameron		200,000		84,000.00
Harvey Eisen (“Eisen”)		441,152		185,283.84
		2,641,152	$	1,109,283.84

Section 1.2 Purchase Price. The purchase price (the “Purchase Price”) for each of the Shares is $0.42 per Share. Each Buyer shall be responsible for such Buyer’s applicable share of the Purchase Price.

Section 1.3 Closing. The consummation of the transactions contemplated herein (the “Closing”) shall be effected solely as privately negotiated purchases, and not as open market purchases, as follows pursuant to the Escrow Agreement attached as Exhibit A:

(1) Sellers shall deliver to Escrow Agent (a) the Certificates; (b) a Stock Power with a medallion guarantee (provided however a medallion guarantee shall not be required for 1,320,990 shares to be sent by DRS to the Escrow Agent if not required by the Escrow Agent for transfer to the Buyers) for the transfer of all the Shares listing each respective Buyer with the number of Shares allocated to such Buyer; and (c) an instruction to deliver to Sellers new certificates for each Buyer evidencing the Shares to be allocated to such Buyer. Escrow Agent shall allocate the 2,641,152 shares to the Buyers as set forth above, and shall cause the shares sold to each Buyer to be registered in such Buyer’s name on the books of the Company.

(2) Upon receipt from Sellers, by Buyers, of the new certificates free of restricted legend (with the exception of 289,390 shares that currently bear a restrictive legend, which shall be allocated and transferred with such restrictive legend to Eisen as a portion of the shares to be purchased by him), Escrow Agent shall deliver the same to the Buyers after the Buyers wire the applicable portion of the Purchase Price to the Escrow Agent, who shall concurrently wire the applicable amounts to each Seller, in the amounts set forth above.

(3) The additional conditions set forth in ARTICLE V shall be satisfied.

ARTICLE II

REPRESENTATIONS.WARRANTIES AND COVENANTS OF SELLERS

To induce Buyers to enter into and perform their obligations under this Agreement, each Seller hereby represents and warrants to the Buyers purchasing such Seller’s shares as follows and Cove represents and warrants to each Buyer with respect to the shares of each Seller:

Section 2.1 Authority and Capacity. Each Seller has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by such Seller does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which such Seller is a party or by which Seller is bound.

Section 2.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by such Seller and constitutes such Seller’s valid and binding agreement, enforceable against such Seller in accordance with and subject to its terms.

Section 2.3 Title to Shares. Each Seller is the lawful and beneficial owner of all of such Seller’s Shares, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever.

Section 2.4 Status of Shares. Each Seller’s Shares may be sold free of any restrictions and are not subject to any restrictive legend, except for 289,390 shares held by Marshal Geller, which will be transferred with such restrictive legend.

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Section 2.5 Acknowledgement. Each Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of selling its Shares and it has made an independent decisions to sell the Shares on such Seller’s knowledge about the Company and its business and other information available to the Seller. The Seller is an informed and sophisticated party and has engaged, to the extent the Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. The Seller acknowledges that the Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally. The Seller acknowledges that the Company and its affiliates, officers and directors may possess material non-public information not known to the Seller regarding or relating to the Company, including information concerning the business, financial condition, results of operations or prospects of the Company. The Seller acknowledges and confirms that it is aware that future changes or developments in (1) the Company’s business and financial condition and operating results, (2) the industries in which the Company may enter or compete and (3) overall market and economic conditions, may have a favorable impact on the value of the Shares after the sale of the Shares pursuant to terms of this Agreement. Without limiting the generality of the foregoing, except as set forth in this Agreement, the Company makes no representations with respect to the information provided to the Seller in connection with this Agreement or the transactions contemplated herein.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYERS

To induce Sellers to enter into and perform their obligations under this Agreement, each Buyer represents and warrants to the Sellers selling such Shares to such Buyer as follows:

Section 3.1 Authority and Capacity. Such Buyer has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by such Buyer does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which such Buyer is a party or by which such Buyer is bound.

Section 3.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by such Buyer and constitutes such Buyer’s valid and binding agreement, enforceable against such Buyer in accordance with and subject to its terms.

Section 3.3 Disclosure. Buyers acknowledge that Sellers have made no representations to the Buyers regarding the value of the Shares or the businesses, assets, financial condition, and prospects of the Company.

Section 3.4 Investment Representations. Eisen acknowledges that 289,390 shares that currently bear a restrictive legend (which shall be allocated to him as provided in Section 1.3(2) above) are restricted securities under the Securities Act of 1933 and may not be resold or otherwise transferred absent an exemption from the registration requirements of the Securities Act of 1933. Each Buyer that is an affiliate of the Company or becomes an affiliate of the Company as a consequence of becoming greater than a 10% beneficial owner of Company common stock will be subject to applicable limitations on resale. Each Buyer is acquiring Shares for Buyer’s own account and is not acquiring Shares with a view to or for sale in connection with any distribution of within the meaning of the Securities Act of 1933.

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Section 3.5 Acknowledgement. Each Buyer (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of purchasing the Shares and it has made an independent decisions to purchase the Shares on such Buyer’s knowledge about the Company and its business and other information available to the Buyer. The Buyer is an informed and sophisticated party and has engaged, to the extent the Buyer deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. The Buyer acknowledges that the Buyer has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally. The Buyer acknowledges that the Company and its affiliates, officers and directors may possess material non-public information not known to the Buyer regarding or relating to the Company, including information concerning the business, financial condition, results of operations or prospects of the Company. The Buyer acknowledges and confirms that it is aware that future changes or developments in (1) the Company’s business and financial condition and operating results, (2) the industries in which the Company may enter or compete and (3) overall market and economic conditions, may have an unfavorable impact on the value of the Shares after the purchase of the Shares pursuant to terms of this Agreement. Without limiting the generality of the foregoing, except as set forth in this Agreement, the Company makes no representations with respect to the information provided to the Buyer in connection with this Agreement or the transactions contemplated herein.

ARTICLE IV

STANDSTILL

Each Seller agrees that, for a period of two years from the date of this Agreement neither the Sellers nor any of their affiliates will in any manner, directly or indirectly, without the prior written consent of the Company’s Board of Directors:

(1) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, voting securities or direct or indirect rights to acquire voting securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, or any assets of the Company or any subsidiary, division thereof or of any such successor;

(2) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission), or seek to advise or influence any person with respect to the voting of any voting securities of the Company;

(3) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any of its securities or assets;

(4) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any securities of the Company;

(5) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company;

(6) make any public statement disparaging the Company, the Company’s Board of Directors, officers, or employees;

(7) disclose any intention, plan or arrangement inconsistent with the foregoing;

(8) advise, assist or encourage any other persons in connection with any of the foregoing;

(9) take any action that might require the Company to make a public announcement regarding an extraordinary transaction involving the Company or any of its securities or assets;

(10) file any application with any regulatory authority seeking approval or authority in connection with any action described above; or

 4

(11) request the Company or the Company Board of Directors, directly or indirectly, to amend or waive any provision of this section.

ARTICLE V

ADDITIONAL CONDITIONS TO CLOSING

Section 5.1. At the Closing, the Company shall reimburse Sellers for their legal expenses of $107,057.90 relating to (a) their actions in attempting to change the board of directors of the Company, and (b) the sale of the Shares. The Company shall pay the fees of the Escrow Agent.

Section 5.2 No Disparagement. The Company and each Buyer agree not to, directly or indirectly, disparage the Sellers in any manner likely to be harmful to such Sellers or their respective businesses, business reputations or personal reputations; provided that each such party may respond accurately and fully to any request for information to the extent required by legal process. Each Seller agrees not to disparage the Company or the Buyers in any manner likely to be harmful to their respective businesses, business reputations or personal reputations; provided that each such party may respond accurately and fully to any request for information to the extent required by legal process.

ARTICLE VI

RELEASES

Section 6.1 Release of Sellers. Effective as of the Closing, with the exception of the obligations, representations and warranties that are expressly set forth in this Agreement, each of the Company and Eisen (on behalf of themselves and on behalf of their successors and assigns) hereby, generally and unconditionally, release and forever discharge, from and after the Closing, the Sellers and their directors, officers, shareholders, employees, successors and assigns from any and all claims, demands, rights, causes of action, suits, liabilities, obligations, damages, losses, expenses including, (without limitation, attorneys’ fees), penalties and costs of any kind and character whatsoever, whether legal, contractual, statutory, administrative or equitable in nature or otherwise, whether known or unknown, suspected or unsuspected, direct or indirect, absolute, fixed or contingent, that the Company or Eisen may now or at any subsequent time have or hold against the Sellers or the other released persons described in this sentence and that relate to, or otherwise arise out of, any action or inaction by any of the Sellers during any period prior to the Closing.

Section 6.2 Release of the Company and Eisen. Effective of the Closing, with the exception of the obligations, representations and warranties that are expressly set forth in this Agreement, each of the Sellers (on behalf of such Seller and on behalf of such Seller’s directors, officers, shareholders, employees, successors and assigns) hereby, generally and unconditionally, release and forever discharge, from and after the Closing, the Company and Eisen and their officers, employees, successors and assigns from any and all claims, demands, rights, causes of action, suits, liabilities, obligations, damages, losses, expenses (including, without limitation, attorneys’ fees), penalties and costs of any kind and character whatsoever, whether legal, contractual, statutory, administrative or equitable in nature or otherwise, whether known or unknown, suspected or unsuspected, direct or indirect, absolute, fixed or contingent, that such Seller may now or at any subsequent time have or hold against the Company or Eisen or the other released persons described in this sentence and that relate to, or otherwise arise out of, any action or inaction by the Company or Eisen during any period prior to the Closing. The claims, demands, rights, causes of action, suits, liabilities, obligations, damages, losses, expenses, penalties and costs that have been released and discharged by the Company, Eisen and the Sellers pursuant to this Agreement collectively are referred to as the “Released Claims.”

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Section 6.3 Unknown Claims and Risks Released by the Company, Eisen and the Sellers. With respect to the Released Claims, the Company, Eisen and the Sellers hereby knowingly, voluntarily and expressly waive and relinquish, from and after the Closing, any and all rights and benefits that they may have under Section 1542 of the California Civil Code, or under any similar provision of law of any state or territory of the United States or any other jurisdiction and under any similar or analogous principle of common law. The Company, Eisen and the Sellers understand that Section 1542 of the California Civil Code provides as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

The Company, Eisen and the Sellers agree and acknowledge that they are familiar with Section 1542 of the California Civil Code. They further agree and acknowledge that their respective waivers of all rights or any similar benefits under Section 1542 and under any similar statutes of any other jurisdiction are essential terms of this Agreement without which the consideration given pursuant to this Agreement would not have been given by the Company, Eisen and the Sellers.

ARTICLE VII

MISCELLANEOUS

Section 6.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

Section 6.2 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Delaware without reference to, and regardless of, any applicable choice or conflicts of laws principles.

Section 6.3 Counterparts. This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement.

Section 6.4 Further Assurances. Each of the parties hereto shall from time to time at the request of any other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as such other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.

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IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.

Sellers:	Buyers:
Cove Street Capital, LLC

By:
Name:	Jeffrey Bronchick	Bill Miller
Title:	Chief Investment Officer

Jeffrey Bronchick	Joe Moglia
Eugene Robin	Dort Cameron
Paul Hinkle	Harvey Eisen
Marshal Geller

	Wright Investors’ Services Holdings, Inc.
Andrew Leaf
	By:
	Name:
	Title:

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