**Exhibit II-11. General Order Concerning Guidelines for Compensation
and Expense Reimbursement**

Local Bankruptcy Order 2000-7 OF THE UNITED STATES BANKRUPTCY COURT FOR
THE NORTHERN DISTRICT OF TEXAS

> \_\_\_\_\_\_\_

GUIDELINES FOR COMPENSATION AND EXPENSE REIMBURSEMENT OF PROFESSIONALS

Effective January 1, 2001

NOTICE

The following are guidelines governing the most significant issues
related to applications for compensation and expense reimbursement. The
guidelines cover the narrative portion of an application, time records,
and expenses. It applies to all professionals with the exception of
chapter 7 and chapter 13 trustees, but is not intended to cover every
situation. All professionals are required to exercise reasonable billing
judgment, notwithstanding total hours spent.

If, in a chapter 11 case, a professional to be employed pursuant to
[section
327](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS327&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
or [1103 of the Bankruptcy
Code](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS1103&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
desires to have the terms of its compensation approved pursuant to
[section 328(a) of the Bankruptcy
Code](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS328&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
at the time of such professional's retention, then the application
seeking such approval should so indicate and the Court will consider
such request after an evidentiary hearing on notice to be held after the
United States trustee has had an opportunity to form a statutory
committee of creditors pursuant to [section 1102 of the Bankruptcy
Code](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS1102&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
and the debtor and such committee have had an opportunity to review and
comment on such application. At a hearing to consider whether a
professional's compensation arrangement should be approved pursuant to
[section
328(a)](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS328&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05),
such professional should be prepared to produce evidence that the terms
of compensation for which approval under [section
328(a)](http://web2.westlaw.com/find/default.wl?DB=1000546&DocName=11USCAS328&FindType=L&AP=&mt=Westlaw&fn=_top&sv=Split&vr=2.0&rs=WLW5.05)
is sought comply with the certification requirements of section I.G.(3)
of these guidelines.

**I. NARRATIVE**

**A. Employment and Prior Compensation.** The application should
disclose the date of the order approving applicant's employment and
contain a clear statement itemizing the date of each prior request for
compensation, the amount requested, the amount approved, and the amount
paid.

**B. Case Status.** With respect to interim requests, the application
should briefly explain the history and the present posture of the case,
including a description of the status of pending litigation and the
amount of recovery sought for the estate.

In chapter 11 cases, the information furnished should describe the
general operations of the debtor; whether the business of the debtor, if
any, is being operated at a profit or loss; the debtor's cash flow;
whether a plan has been filed, and if not, what the prospects are for
reorganization and when it is anticipated that a plan will be filed and
a hearing set on the disclosure statement.

In chapter 7 cases, the application should contain a report of the
administration of the case including the disposition of property of the
estate; what property remains to be disposed of; why the estate is not
in a position to be closed; and whether it is feasible to pay an interim
dividend to creditors.

In both chapter 7 and chapter 11 cases, the application should state the
amount of money on hand in the estate and the estimated amount of other
accrued expenses of administration. On applications for interim fees,
the applicant should orally supplement the application at the hearing to
inform the Court of any changes in the current financial status of the
debtor's estate since the filing of the application. All retainers,
previous draw downs, and fee applications and orders should be listed
specifying the date of the event and the amounts involved and drawn down
or allowed.

With respect to final requests, applications should meet the same
criteria except where a chapter 7 trustee's final account is being heard
at the same time, the financial information in the final account need
not be repeated.

Fee applications submitted by special counsel seeking compensation from
a fund generated directly by their efforts, auctioneers, real estate
brokers, or appraisers do not have to comply with the above. For all
other applications, when more than one application is noticed for the
same hearing, they may, to the extent appropriate, incorporate by
reference the narrative history furnished in a contemporaneous
application.

**C. Project Billing.** This is required in all cases where the
applicant's professional fee is expected to exceed \$10,000.00. The
narrative should be categorized by subject matter, and separately
discuss each professional project or task. All work for which
compensation is requested should be in a category. Miscellaneous items
may be included in a category such as "Case Administration." The
professional may use reasonable discretion in defining projects for this
purpose, provided that the application provides meaningful guidance to
the Court as to the complexity and difficulty of the task, the
professional's efficiency, and the results achieved. With respect to
each project or task, the number of hours spent and the amount of
compensation and expenses requested should be set forth at the
conclusion of the discussion of that project or task. In larger cases
with multiple professionals, efforts should be made by the professionals
for standard categorization.

**D. Billing Summary.** Hours and total compensation requested in each
application should be aggregated and itemized as to each professional
and paraprofessional who provided compensable services. Dates of changes
in rates should be itemized as well as reasons for said changes.

**E. Paraprofessionals.** Fees may be sought for paralegals,
professional assistants and law clerks only if identified as such and if
the application includes a resume or summary of the paraprofessional's
qualifications.

**F. Preparation of Application.** Reasonable fees for preparation of a
fee application and responding to objections thereto may be requested.
The aggregate number of hours spent, the amount requested, and the
percentage of the total request which the amount represents must be
disclosed. If the actual time spent will be reflected and charged in a
future fee application, this fact should be stated, but an estimate
provided, nevertheless.

**G. Certification.** Each application for compensation and expense
reimbursement must contain a certification by the professional
designated by the applicant with the responsibility in the particular
case for compliance with these guidelines ("Certifying Professional")
that (1) the Certifying Professional has read the application; (2) to
the best of the Certifying Professional's knowledge, information and
belief, formed after reasonable inquiry, the compensation and expense
reimbursement sought is in conformity with these guidelines, except as
specifically noted in the application; and (3) the compensation and
expense reimbursement requested are billed at rates, in accordance with
practices, no less favorable than those customarily employed by the
applicant and generally accepted by the applicant's clients.

**H. Interim Compensation Arrangements in Complex Cases.** In a complex
case, the Court may, upon request, consider at the outset of the case
approval of an interim compensation mechanism for estate professionals
that would enable professionals on a monthly basis to be paid up to 80%
of their compensation for services rendered and reimbursed up to 100% of
their actual and necessary out of pocket expenses. In connection with
such a procedure, if approved in a particular complex case,
professionals shall be required to circulate monthly billing statements
to the U.S. Trustee and other primary parties in interest, and the
Debtor in Possession or Trustee will be authorized to pay the applicable
percentage of such bill not disputed or contested by a party in
interest.

II\. TIME RECORDS

**A. Time Records Required.** All professionals, except auctioneers,
real estate brokers, and appraisers, must keep accurate contemporaneous
time records.

**B. Increments.** Professionals are required to keep time records in
minimum increments no greater than six minutes. Professionals who
utilize a minimum billing increment greater than l hour are subject to a
substantial reduction of their requests.

**C. Descriptions.** At a minimum, the time entries should identify the
person performing the service, the date(s) performed, what was done, and
the subject involved. Mere notations of telephone calls, conferences,
research, drafting, etc., without identifying the matter involved, may
result in disallowance of the time covered by the entries.

**D. Grouping of Tasks.** If a number of separate tasks are performed on
a single day, the fee application should disclose the time spent for
each such task, i.e., no "grouping" or "clumping." Minor administrative
matters may be lumped together where the aggregate time attributed
thereto is relatively minor. A rule of reason applies as to how specific
and detailed the breakdown needs to be. For grouped entries, the
applicant must accept the Court inferences there from.

**E. Conferences.** Professionals should be prepared to explain time
spent in conferences with other professionals or paraprofessionals in
the same firm. Relevant explanation would include complexity of issues
involved and the necessity of more individuals' involvement. Failure to
justify this time may result in disallowance of all, or a portion of,
fees related to such conferences.

**F. Multiple Professionals.** Professionals should be prepared to
explain the need for more than one professional or paraprofessional from
the same firm at the same court hearing, deposition, or meeting. Failure
to justify this time may result in compensation for only the person with
the lowest billing rate. The Court acknowledges, however, that in
complex chapter 11 cases the need for multiple professionals'
involvement will be more common and that in hearings involving multiple
or complex issues, a law firm may justifiably be required to utilize
multiple attorneys as the circumstances of the case require.

**G. Travel Time.** Travel time is compensable at one-half rates, but
work actually done during travel is fully compensable.

**H. Administrative Tasks.** Time spent in addressing, stamping and
stuffing envelopes, filing, photocopying or "supervising" any of the
foregoing is generally not compensable, whether performed by a
professional, paraprofessional, or secretary.

III\. EXPENSES

**A. Firm Practice.** The Court will consider the customary practice of
the firm in charging or not charging non-bankruptcy/insolvency clients
for particular expense items. Where any other clients, with the
exception of pro-bono clients, are not billed for a particular expense,
the estate should not be billed. Where expenses are billed to all other
clients, reimbursement should be sought at the least expensive rate the
firm or professional charges to any client for comparable services or
expenses. It is recognized that there will be differences in billing
practices among professionals.

**B. Actual Cost.** This is defined as the amount paid to a third-party
provider of goods or services without enhancement for handling or other
administrative charge.

**C. Documentation.** This must be retained and made available upon
request for all expenditures in excess of \$50.00. Where possible,
receipts should be obtained for all expenditures.

**D. Office Overhead.** This is not reimbursable. Overhead includes:
secretarial time, secretarial overtime (where clear necessity for same
has not been shown), word processing time, charges for after-hour and
weekend air conditioning and other utilities, and cost of meals or
transportation provided to professionals and staff who work late or on
weekends.

**E. Word Processing.** This is not reimbursable.

**F. Computerized Research.** This is reimbursable at actual cost. For
large amounts billed to computerized research, significant explanatory
detail should be furnished.

**G. Paraprofessional Services.** These services may be compensated as a
paraprofessional under § 330, but not charged or reimbursed as an
expense.

**H. Professional Services.** A professional employed under § 327 may
not employ, and charge as an expense, another professional (e.g.,
special litigation counsel employing an expert witness) unless the
employment of the second professional is approved by the Court prior to
the rendering of service.

**I. Photocopies (Internal).** Charges must be disclosed on an aggregate
and per-page basis. If the per-page cost exceeds \$.20, the professional
must demonstrate to the satisfaction of the Court, with data, that the
per-page cost represents a good faith estimate of the actual cost of the
copies, based upon the purchase or lease cost of the copy machine and
supplies therefor, including the space occupied by the machine, but not
including time spent in operating the machine.

**J. Photocopies (Outside).** This item is reimbursable at actual cost.

**K. Postage.** This is reimbursable at actual cost.

**L. Overnight Delivery.** This is reimbursable at actual cost where it
is shown to be necessary. The court acknowledges that in complex chapter
11 cases overnight delivery or messenger services may often be
appropriate, particularly when shortened notice of a hearing has been
requested.

**M. Messenger Service.** This is reimbursable at actual cost where it
is shown to be necessary. An in-house messenger service is reimbursable,
but the estate cannot be charged more than the cost of comparable
services available outside the firm.

**N. Facsimile Transmission.** The actual cost of telephone charges for
outgoing transmissions is reimbursable. Transmissions received are
reimbursable on a per-page basis. If the per-page cost exceeds \$.20,
the professional must demonstrate, with data, to the satisfaction of the
Court, that the per-page cost represents a good faith estimate of the
actual cost of the copies, based upon the purchase or lease cost of the
facsimile machine and supplies therefor, including the space occupied by
the machine, but not including time spent in operating the machine.

**O. Long Distance Telephone.** This is reimbursable at actual cost.

**P. Parking.** This is reimbursable at actual cost.

**Q. Air Transportation.** Air travel is expected to be at regular coach
fare for all flights.

**R. Hotels.** Due to wide variation in hotel costs in various cities,
it is not possible to establish a single guideline for this type of
expense. All persons will be required to exercise reasonable discretion
and prudence in connection with hotel expenditures.

**S. Meals (Travel).** Reimbursement may be sought for the reasonable
cost of breakfast, lunch and dinner while traveling.

**T. Meals (Working).** Working meals at restaurants or private clubs
are not reimbursable. Reasonable reimbursement may be sought for working
meals only where food is catered to the professional's office in the
course of a meeting with clients, such as a Creditors' Committee, for
the purpose of allowing the meeting to continue through a normal meal
period.

**U. Amenities.** Charges for entertainment, alcoholic beverages,
newspapers, dry-cleaning, shoeshine, etc., are not reimbursable.

**V. Filing Fees.** These are reimbursable at actual cost.

**W. Court Reporter Fees.** These are reimbursable at actual cost.

**X. Witness Fees.** These are reimbursable at actual cost.

**Y. Process Service.** This is reimbursable at actual cost.

**Z. UCC Searches.** These are reimbursable at actual cost.