STANDARD TERMS OF ENGAGEMENT FOR LEGAL SERVICES

This sets forth the standard terms of our engagement as your lawyers. Unless modified in writing by mutual agreement, these terms are an integral part of our representation of you. Therefore, we ask that you review these standard terms carefully and contact us promptly if you have any questions. You should retain these standard terms in your file.

The Scope of Our Work

You have requested us to provide you with certain legal services. If we provide you with an engagement letter, that letter will describe the legal services we have agreed to provide. You should have a clear understanding of the legal services we will provide. Any questions that you have about the scope of our services on your behalf should be brought to our attention promptly.

We will at all times act on your behalf to the best of our ability. Any expressions on our part concerning the outcome of your legal matters are expressions of our best professional judgment, but are not guarantees. Our opinions are necessarily limited by our knowledge of the facts and are based on the state of the law at the time they are expressed.

Our client is the person or entity that is identified in our engagement letter and does not include any affiliates of such person or entity (i.e., if you are a corporation or partnership, any corporate parent, subsidiaries, employees, officers, directors, shareholders or partners of the corporation or partnership, or commonly owned corporations or partnerships) unless we have specifically agreed to such representation in the engagement letter.

The attorney-client relationship will be considered terminated upon our completion of the services that you have retained us to perform. After completion of this engagement, changes may occur in applicable laws and regulations that could affect your rights and liabilities. Unless we are actually engaged after completion of this representation to provide additional advice on such issues, our firm has no continuing obligation to give advice with respect to any future legal developments that may pertain to this matter. If you later retain us to perform additional services, our attorney-client relationship will be renewed subject to the terms of engagement, as agreed to at that time.

Relationship with Other Clients

While we are unaware of any present conflicts in undertaking this engagement, it is always possible that while you are a client, a conflict of positions could arise between you and another client of the firm. If this happens, consistent with our ethical duties, we will alert you to the conflict and attempt to resolve the matter in a manner satisfactory to all involved. It is possible, however, that our ethical duties might require us to withdraw from representing you in this matter.

It is also possible that we may be asked to represent another client with interests adverse to you on a matter wholly unrelated to the work we are, or have been, performing for you. If we wish to do so, and if we conclude that the representation would not adversely affect our ability to represent you effectively in your matter, we may request your consent to undertake the new representation.

Who Will Provide the Legal Services

Customarily, each client of the firm has a principal attorney contact. Subject to the supervisory role of the principal attorney, your work or parts of it may be performed by other lawyers, paralegals or law clerks in the firm. Such delegation may be for the purpose of involving lawyers or paralegals with special expertise in a given area or for the purpose of providing services on the most efficient and timely basis. Whenever practicable, we will advise you of the names of those attorneys and paralegals who work on your matters.

Fees for Services

Unless otherwise provided in an engagement letter, our fees for the services we provide will be based on the amount of time and effort we devote to your matter. The engagement letter may set forth our agreement regarding fees for the services we will provide. This section applies if we have agreed to charge you for services based in whole or in part on the amount of time and effort we devote to your matter. If we have agreed to a "flat fee" or a "contingency fee" arrangement, the terms of this section do not apply except as otherwise provided in an engagement letter.

We will keep accurate records of the time we devote to your matter, including conferences (both in person and over the telephone), negotiations, preparation of correspondence and electronic mail communications, factual and legal investigation, research and analysis, document preparation and revision, court appearances, travel on your behalf, and other related matters. We record time in units of tenths of an hour, and our billing statements will show the time devoted to your matter in an itemized format.

The hourly rates of our lawyers and paralegals are adjusted periodically to reflect current levels of legal experience, changes in overhead costs and other factors.

We are often requested to estimate the amount of fees and expenses likely to be incurred in connection with a particular matter. Whenever we furnish such an estimate, it is based upon our professional judgment, and always with a clear understanding that it is not a maximum or fixed fee quotation. The ultimate cost frequently is more or less than the amount estimated.

Expenses

We typically incur on behalf of our clients certain costs arising in connection with the provision of any legal services. These may include advanced disbursements, such as travel expenses, including hotel, mileage, transportation and meal expenses; filing, recording and certification of documents or other materials; deposition, transcription and videotaping costs; and expert witness or consultant charges. Your statement will include an accurate itemization of these advanced disbursements.

In many situations, however, the precise total cost of providing a service that is critical to our provision of legal services is difficult to establish, in which case we use our professional judgment to set reasonable charges for such services. Thus, we will itemize charges on your statement for ancillary services we provide, including the following: photocopying; document production, scanning and digital imaging; telephone charges; facsimile transmittals; computer research; data base creation and retrieval; postage; staff overtime; courier services; delivery services, etc.

If advanced disbursements exceed $500.00 such costs may be sent to you in a separate disbursement bill in addition to the bill for legal services.

Responses to Audit Letters

If you engage an accountant to audit your financial statements, it is likely that the accountant will request, during the audit, that we provide a written description of pending or threatened claims or lawsuits to which we have given substantive attention on your behalf. This request is typically a standardized letter provided by the accountant which you are requested to send to us. Our services in responding to these requests on your behalf will be billed to you in accordance with our fee agreement.

Communications and Confidentiality

Our firm's technology permits our attorneys and staff to use internet-based electronic mail for client communications in many instances. Although we have found electronic mail to be an efficient, reasonably private means of communication, it is not, of course, a perfectly secure medium. Unless you specifically direct us otherwise, we may use unencrypted electronic mail sent on the Internet to communicate with you and to send documents that we have prepared or reviewed related to this engagement.

As a matter of professional responsibility, we are generally required to preserve the confidences and secrets of our clients. This professional obligation and the legal privilege for attorney-client communications exists to encourage candid and complete communication between a client and lawyer. We can perform truly beneficial services for you only if we are aware of all information that might be relevant to our representation.

Please be aware when you communicate with the firm of whether or not your communication is considered secure. Do not use computers or other devices where there is no expectation of privacy, such as using your employer-provided e-mail. If there is no reasonable expectation of privacy, there is a chance you may inadvertently waive attorney-client privilege regarding that communication.

We trust that our attorney-client relationship will be based on mutual confidence and unrestricted communication that will facilitate our proper representation of you in this engagement. If this engagement involves transactions, litigation or proceedings in which our firm appears as counsel of record for you in publicly available records, we reserve the right to inform others of the fact of our representation of you and (if likewise reflected of record in publicly available records) the results obtained, unless you specifically direct otherwise.

Termination of Engagement

You may terminate our representation at any time by notifying us in writing. Your termination of our services will not affect your responsibility to pay the firm for legal services rendered and expenses incurred before termination and in connection with an orderly transition of the matter.

Our right to terminate our representation of you is subject to the limitations and obligations imposed by any applicable court rules and the Rules of Professional Conduct. You should be aware that several types of conduct or circumstances might permit or require us to withdraw from representing you, including for example, nonpayment of fees or costs, misrepresentation or failure to disclose material facts, action contrary to our advice, and conflicts of interest with another client. We try to identify in advance and discuss with our client any situation which may lead to our withdrawal, and if withdrawal ever occurs we will promptly give you written notice of our withdrawal.

Document Retention

At the conclusion of each engagement, we return to the client any documents that are specifically requested to be returned. As to any documents so returned, we may elect to keep a copy of the documents in our stored files.

At the close of any matter, we may send our files in that matter to a secure storage facility for storage at our expense. We also may determine that it is appropriate to retain certain file materials in an electronic media format only. We determine how long we will maintain files in storage based on the requirements of the Rules of Professional Conduct and our firm's policies, which may change from time to time. We reserve the right after six (6) years to dispose of your files.

Billing Arrangements and Terms of Payment

We will bill you on a periodic basis, normally each month, for legal services rendered, out-of-pocket disbursements made and charges for ancillary services provided during the immediately preceding month. In addition, you may receive a separate disbursement bill. Our statements are due upon receipt. Except in those instances in which we enter into a specific contingent fee arrangement, the payment of our fee is not dependent upon the successful outcome of a matter.

You may have been asked to provide a deposit. By doing so, you agree that your monthly bill may be paid from such deposit at the time it is issued, and you further agree that you will replenish the deposit upon receipt of the bill. Additionally, the deposit may be held until the conclusion of the matter and you will be asked to pay monthly invoices as they are issued. Any unused deposit will be returned to you at the conclusion of the engagement. The amount of your required deposit may be increased or decreased during the course of the engagement based on the actual or anticipated level of activity in your matter.

Any discounts reflected on our statements — such as a courtesy discount, a reduced billing rate, billable time entries showing "no charge", not billing for time or costs expended, or the cancellation of any charge — are contingent upon you: (1) paying us all amounts owed us when due; and (2) not asserting any claims or lodging a complaint against us. If those contingencies are not met, we have the right to reverse all discounts at any time.

We are confident that our clients make every effort to pay us promptly, and anticipate that you will do likewise. Occasionally, however, a client has difficulty in making timely payment. To avoid burdening those clients who pay their statements promptly with higher fees reflecting the added costs we incur as a result of clients who are delinquent, we reserve the right to assess a monthly service charge of one percent (1.0%) per month on unpaid balances. In no event will the service charge be greater than permitted by applicable law. In addition, we expressly reserve our right, subject to the Rules of Professional Conduct and any applicable court rules, to withdraw from and terminate this representation if you fail to pay our bills. Finally, in the unlikely event that we are required to institute legal proceedings to collect our fees and costs, it is agreed that we would be entitled to a reasonable attorney's fee not to exceed 15% of the unpaid balance, and other costs of collection, if we prevail in such action. Naturally, we do not expect that any of the provisions of this paragraph will have to be applied in this engagement, and we look forward to a wholly amicable relationship.