**Exhibit I-5. Sample Order Appointing Claims Agent**

UNITED STATES BANKRUPTCY COURT\
NORTHERN DISTRICT OF CALIFORNIA

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x

In re: :

: Chapter 11

: Case No.

:

: (No Hearing requested)

Debtor(s). :

:

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x

ORDER AUTHORIZING EMPLOYMENT OF \[name of claims agent\] AS CLAIMS,
VOTING AND NOTICING AGENT OF THE BANKRUPTCY COURT UNDER 28 U.S.C. §
156(c)

The Court having reviewed the Application for Order Appointing \[name of
claims agent\] as Claims, Voting and Noticing Agent of the Bankruptcy
Court Under 28 U.S.C. § 156(c) (the "Application"),[^1] filed by \[name
of debtor\], the debtor and debtor in possession herein (the "Debtor")
for entry of an order under 28 U.S.C. § 156(c) approving an agreement
with \[name of claims agent\] appointing \[name of claims agent\] as
claims administrator and noticing and balloting agent of the Bankruptcy
Court (the "Claims and Noticing Agent"); and the court having reviewed
the Application and the Declaration of \[name of claims agent\], and the
Court being satisfied with the representations made in the Application
and the \[name of claims agent\] that \[name of claims agent\]
represents no interest adverse to the Debtor's estate with respect to
the matters upon which \[name of claims agent\] is to be engaged, that
\[name of claims agent\] is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by
section I 107(b) of the Bankruptcy Code, and that \[name of claims
agent\] appointment is necessary and would be in the best interests of
the Debtor's estate; and it appearing that proper and adequate notice
has been given that no other or further notice is necessary; and upon
the record herein; and after due deliberation thereon; and good and
sufficient cause appearing therefore, it is hereby

ORDERED, ADJUDGED AND DECREED THAT:

1\. The Application is GRANTED, as of the commencement of this chapter
11 case.

2\. \[Name of claims agent\] is appointed as the Claims and Noticing
Agent in this chapter 11 case, as of the commencement of this case,
pursuant to 28 U.S.C. § 15b(c), and is authorized to perform the
following services as requested by the office of the Clerk of the
Bankruptcy Court for the Northern District of California (the "Clerk's
Office") or the Debtor:

\(1\) Serve required notices in this chapter 11 case, including:

\(a\) A notice of the bankruptcy filing, the Section 341 meeting of
creditors, the claims bar date, etc. in a form or forms approved by the
Clerk, the Office of the United States Trustee and this Court;

\(b\) Notices of objections to claims;

\(c\) Notices of any hearings on a disclosure statement and confirmation
of a plan of reorganization or liquidation; and

\(d\) Such other miscellaneous notices as the Debtor or the Court may
deem necessary or appropriate for an orderly administration of this
chapter 11 case;

\(2\) Within five business days after the service of a particular
notice, file with the Clerk's Office an affidavit of service that
includes (i) a copy of the notice served, (ii) an alphabetical list of
persons on whom the notice was served, along with their addresses, and
(iii) the date and manner of service;

\(3\) Maintain the originals of all proofs of claim and proofs of
interest filed in these cases, until such time as the Clerk's Office
directs \[name of claims agent\] to return such original proofs of
claims and interest and file-stamp all documents received with a stamp
approved by the Clerk, and file-stamp and return any copies of documents
received in the filer's self-addressed, stamped envelope(s);

\(4\) Maintain official claims registers in these cases by docketing all
proofs of claim and proofs of interest in a claims database that
includes the following information for each such claim or interest
asserted:

\(a\) The name and address of the claimant or interest holder and any
agent thereof, if the proof of claim or proof of interest was filed by
an agent;

\(b\) The date the proof of claim or proof of interest was received by
\[name of claims agent\] and/or the Court;

\(c\) The claim number assigned to the proof of claim or proof of
interest;

\(d\) The asserted amount and classification of the claim; and

\(e\) The debtor against which a proof of claim or interest is filed.

\(5\) Implement necessary security measures to ensure the completeness
and integrity of the claims registers;

\(6\) Transmit to the Clerk's Office a copy of the claims registers as
requested by the Clerk's Office;

\(7\) Maintain a current mailing list for all entities that have filed
proofs of claim or proofs of interest and make such list available upon
request to the Clerk's Office or any party in interest;

\(8\) Provide access to the public for examination of copies of the
proofs of claim or proofs of interest filed in these cases without
charge during regular business hours, and provide copies of any such
proofs of claim and proofs of interest to members of the public, upon
request, at a cost that is no greater than the per-copy price that is
charged by the Court's third-party copy service;

\(9\) Record all transfers of claims pursuant to Bankruptcy Rule 3001(e)
and provide notice of such transfers as required by Bankruptcy Rule
3001(e), and record all claims filed by a debtor or trustee pursuant to
Bankruptcy Rule 3004 and provide notice of such claims as required by
Bankruptcy Rule 3004;

\(10\) Comply with applicable federal, state, municipal and local
statutes, ordinances, rules, regulations, orders and other requirements;

\(11\) Provide temporary employees to process claims, as necessary;

\(12\) Promptly comply with such further conditions and requirements as
the Clerk's Office or the Court may at any time prescribe; and

\(13\) Provide such other claims processing, noticing and related
administrative services as may be requested from time to time by the
Debtor.

3\. \[Name of claims agent\] also is authorized to continue assisting
the Debtor with, among other things: (a) the preparation of their
schedules, statement of financial affairs and master creditor lists and
any amendments thereto; (b) the reconciliation and resolution of claims;
and (c) the preparation, mailing and tabulation of ballots for the
purpose of voting to accept or reject a plan of reorganization.

4\. The fees and expenses of \[name of claims agent\] incurred in the
performance of the above services in accordance with the Agreement
appended to the \[name of claims agent\] Declaration as Exhibit "A"
shall be treated as an administrative expense of the Debtor's chapter 11
estate and shall be paid by the Debtor on a monthly basis.

5\. \[Name of claims agent\] shall submit monthly invoices to the
Debtor. Simultaneously with the delivery to the Debtor of each monthly
invoice for services rendered, \[name of claims agent\] shall deliver a
copy of the invoice to the Office of the United States Trustee ("UST")
and to counsel for the Official Committee of Unsecured Creditors
("Creditors' Committee"). The Debtor is hereby authorized to pay each
\[name of claims agent\] invoice after the tenth day after the invoice
has been submitted to the UST and Creditors' Committee counsel unless
the Debtor is advised, within that 10-day period, that a party objects
to the invoice, in which case the objecting party must schedule a
hearing before the Court to consider the disputed invoice. At the
conclusion of \[name of claims agent\] engagement, \[name of claims
agent\], shall return to the Debtor any unused portion of its retainer.

IT IS SO ORDERED.

Dated:

United States Bankruptcy Judge

[^1]: ?. Unless otherwise defined herein, capitalized terms used herein
    shall have the meanings ascribed to them in the Application.