May 8, 2002


PERSONAL AND CONFIDENTIAL

Mr. Anthony P. Deasey
Executive President Finance and Administration
  And Chief Financial Officer
Celsion Corporation
10220-I Old Columbia Road
Columbia, Maryland   21046

Dear Mr. Deasey:

         1.  Celsion   Corporation   (together   with  any  present  and  future
subsidiaries  and  affiliates  of Celsion  Corporation,  the  "Company")  hereby
retains  Legg  Mason  Wood  Walker,  Incorporated  ("Legg  Mason")  to  serve as
financial  advisor to the Company for the twelve month period  commencing on May
1, 2002.

         2. In such  capacity,  Legg Mason shall be  available  for advice,  and
shall advise the Company,  with respect to such financial matters as the Company
shall from time to time  request,  including  matters  relating to (a) strategic
partnering  opportunities  related to its Microfocus BPH 800 ("BPH 800") product
for the treatment of Benign Prostatic  Hyperplasia,  (b) the structure,  timing,
and financial  terms of any such strategic  partnering  transaction for BPH 800,
(c)  alternative  corporate  structures  that  may be  available  to  assist  in
maximizing  shareholder  value in connection with the research,  development and
commercialization  of BPH 800 and or therapies  or products  that the Company is
developing  or plans to  develop  from  time to time,  (d)  matters  potentially
impacting the Company related to any such transaction or series of transactions;
and (e) future funding of the business.

         3. In  connection  with our  engagement,  Legg Mason will  develop,  in
consultation with the Company, a list of entities that Legg Mason believes might
be potential  strategic partners of the Company in connection with BPH 800. Legg
Mason will initiate  discussions  with  potential  partners,  participate in the
negotiation  of possible  transactions  and advise the Company as to negotiating
strategy and other  matters in  connection  therewith.  The Company will furnish
Legg Mason with such  information  and  material  regarding  the  Company as the
Company  has or  reasonably  can  produce or obtain as Legg Mason may request in


                                       1
<PAGE>

connection with the performance of its  obligations  hereunder.  Legg Mason will
assist  the  Company  in  preparing  a  document  or  documents   (collectively,
"Documents") to describe the Company and its management,  products and financial
status for use in discussions with prospective partners.  The Company represents
and  warrants  that,  except as it may  specifically  indicate in  writing,  all
information  made  available  to Legg Mason by the Company or  contained  in the
Documents  will, at all times during the period of the  engagement of Legg Mason
hereunder, be complete and correct in all material respects and will not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary in order to make the statements therein not misleading in light of the
circumstances  under  which  such  statements  are  made.  The  Company  further
represents and warrants that any projections provided to Legg Mason or contained
in the  Documents  will have been  prepared in good faith and will be based upon
assumptions which in light of the  circumstances  under which they are made, are
reasonable.  The Company acknowledges and agrees that, in rendering its services
hereunder,  Legg  Mason  will be using  and  relying,  without  any  independent
investigation  or  verification  thereof,  on  information  that  is or  will be
furnished to Legg Mason by or on behalf of the Company and on publicly available
information,  and Legg Mason  will not in any  respect  be  responsible  for the
accuracy or completeness of any of the foregoing kinds of information  (included
in the Documents or otherwise).  The Company also  acknowledges  and agrees that
Legg Mason will not  undertake  to make an  independent  appraisal of any of the
assets of the  Company or any of its  subsidiaries  or  affiliates.  The Company
understands  that, in rendering  services  hereunder,  Legg Mason will also rely
upon the advice of counsel to the Company  and other  advisors to the Company as
to  legal,  tax and  other  matters  relating  to any  transaction  or  proposed
transaction contemplated by this Agreement.

         4. For the purposes of this Agreement:

            (a)   A  "Transaction"  shall mean a Sale Event or a Financing (each
                  as defined herein) involving the Company. A "Sale Event" shall
                  mean any transaction or series or combination of transactions,
                  other  than in the  ordinary  course  of  trade  or  business,
                  whereby,  directly  or  indirectly,  control  of or a material
                  interest in the Company or its subsidiaries or affiliates,  or
                  any of their  respective  businesses (a  "Business") or any of
                  their respective assets (including,  without  limitation,  the
                  BPH 800), is transferred for consideration, including, without
                  limitation,  a sale or exchange of capital stock or assets,  a
                  lease of assets with or without a purchase option, a merger or
                  consolidation, a recapitalization, a tender or exchange offer,
                  a  leveraged  buy-out,  the  formation  of a joint  venture or
                  partnership,  or any similar  transaction;  provided  that any
                  transaction,  or portion of a transaction, in which securities
                  of the Company or any of its  subsidiaries  are issued or sold


                                       2
<PAGE>

                  by the  Company  shall  constitute  a  Financing  (as  defined
                  herein)  and not a Sale Event . A  "Financing"  shall mean any
                  transaction  in which  securities of the Company are issued or
                  sold by the Company.  For example,  in a transaction  in which
                  (i)  securities  of the Company are issued to an investor  and
                  (ii) the  investor  subsequently  purchases  the BPH 800,  the
                  portion  of  the   transaction   in  clause  (i)  above  shall
                  constitute a Financing and the portion of the  transaction  in
                  clause (ii) above shall  constitute a Sale Event.  In no event
                  will any one portion of a Transaction  constitute  both a Sale
                  Event and a Financing.

            (b)   Except as provided in subsection  3(c) below,  "consideration"
                  shall  mean the  full  transaction  value  of any  Sale  Event
                  including,  without  limitation,  the total value of all cash,
                  securities, other property and any contingent, earned or other
                  consideration paid or payable,  directly or indirectly,  by an
                  acquiring  party to a selling party or to a participant in the
                  transaction in connection with a Sale Event.  The value of any
                  such securities  (whether debt or equity) or other property or
                  items of value shall be determined  as follows:  (i) the value
                  of  securities  that are  freely  tradable  in an  established
                  public  market shall be the average of the high and low market
                  prices of such  securities on the ten (10) trading days ending
                  on the  trading  day  prior to the  public  announcement  Sale
                  Event;  (ii) the  value of  securities  which  are not  freely
                  tradable or which have no established public market, or if the
                  consideration   utilized   consists  of  property  other  than
                  securities,  the value of such  securities  or other  property
                  shall be the fair  market  value  thereof and (iii) the sum of
                  all lease  payments.  "Consideration"  shall also  include the
                  face value of any indebtedness  (except to trade creditors) to
                  which the Sale Event is subject or to which the Company or its
                  subsidiaries  or  affiliates  (or portion  thereof) to be sold
                  remains   obligated,   or  indebtedness  that  is  assumed  in
                  connection  therewith,  and the  value of any  payments  to be
                  received by the  principals  of the Company for entering  into
                  non-compete   or  similar   agreements.   In  the  case  of  a
                  recapitalization,  "consideration" shall include the aggregate
                  amount  of  indebtedness  incurred  or  equity  raised  by the
                  Company  or  a  successor  thereof  in  connection  with  such
                  recapitalization.  If any consideration to be paid is computed
                  in a  foreign  currency,  the value of such  foreign  currency
                  shall, for purposes hereof,  be converted into U.S. Dollars at
                  the prevailing  official exchange rate on the date or dates on
                  which such consideration is paid.

                                       3
<PAGE>

         5. Legg Mason  shall  develop,  update and review with the Company on a
regular basis a list (the "List") of parties which  reasonably might be expected
to be interested  in a  Transaction.  In addition,  the Company shall furnish to
Legg Mason the names of all  parties  with  which the  Company  has had  contact
regarding a  Transaction  during the term hereof,  and shall refer to Legg Mason
all  parties  who  contact  the  Company  or  its  subsidiaries,  affiliates  or
representatives  during  the  term  hereof  regarding  a  Transaction;  all such
additional  parties shall be included on the List. Legg Mason shall contact only
such parties on the List as the Company approves in advance of such contact.

         6. As compensation  for the services  rendered by Legg Mason hereunder,
the Company shall pay or cause Legg Mason to be paid as follows:

            (a)   An initial fee of $75,000,  payable upon the execution of this
                  Agreement. The initial fee shall be earned when paid and shall
                  be  nonrefundable,  provided  that such fee shall be  credited
                  against any fees that may be payable  pursuant  to  subsection
                  6(b) below.

            (b)   If a Transaction occurs, or the parties to a Transaction reach
                  a  preliminary  or  definitive  agreement  in  respect of such
                  Transaction, either:

                  (i)      during the term of Legg Mason's engagement hereunder,
                           regardless  of  whether  the party or  parties to the
                           Transaction  were identified by Legg Mason or whether
                           Legg   Mason   rendered    advice    concerning   the
                           Transaction, or

                  (ii)     at any time  during a period of 24  months  following
                           the  effective  date of  termination  of Legg Mason's
                           engagement hereunder,  and the Transaction involves a
                           party  included (or which should have been  disclosed
                           to Legg Mason pursuant to Section 5) on the List,

                           then,  upon  consummation  of  the  Transaction,  the
                           Company   shall   pay  to  Legg   Mason  (X)  if  the
                           Transaction is a Sale Event the following percentages
                           of the consideration involved in such Sale Event:

                           Consideration                           Percentage
                           -----------------------------------------------------
                           On the first $50 million .......................2.50%
                           Plus on the amount between $50 million
                             and $100 million .............................2.00%
                           Plus on the amount between $100 million
                             and $200 million .............................1.50%

                                       4
<PAGE>

                           Plus on all amounts above $200 million .........1.00%
                           or (Y) if the Transaction is a Financing, a fee equal
                           to  6.00%  of  the  aggregate  gross  amount  of  the
                           Financing.

                  Provided that if the counter  party to a Transaction  with the
                  Company  is  Boston  Scientific  Corporation  or  any  of  its
                  subsidiaries  or  affiliates,  the  Company  shall pay to Legg
                  Mason the following percentages of the consideration involved,
                  based on the amount of time  elapsed  between  the date hereof
                  and the  execution of a definitive  agreement  containing  the
                  material terms of a Transaction.
<TABLE>
<CAPTION>

                  In the event of a Sale:

                    Consideration                           0-45 days      46 - 90 days      91+ days
                    ---------------------------------------------------------------------------------
<S>                                                        <C>             <C>              <C>
                    On the first 50 million                      2.0%             2.25%          2.5%

                    Plus on the amount between
                    $50 million and $100 million                1.60%             1.80%         2.00%

                    Plus on the amount between
                    $100 million and $200 million               1.20%             1.35%         1.50%

                    Plus on all amounts above
                    $200 million                                 .80%              .70%         1.00%

                  In the event of a Financing:
                                                            0-45 days      46 - 90 days      91+ days
                                                            -----------------------------------------
                    Consideration                                4.8%              5.4%          6.0%
</TABLE>

                  (c)      Compensation  which is payable to Legg Mason pursuant
                           to  subsection  6(b) shall be paid by the  Company to
                           Legg Mason at the closing of a Transaction,  provided
                           that  compensation  with  respect  to  a  Sale  Event
                           attributable to that part of  consideration  which is
                           contingent  upon the  occurrence of some future event
                           (e.g.,  the  realization  of  earnings   projections)
                           ("Contingent Consideration") or otherwise is deferred
                           ("Deferred  Consideration")  shall  be  paid  by  the
                           Company  to Legg Mason at the time of receipt of such
                           consideration.

                  (d)      In  the  event  that  Contingent   Consideration   or
                           Deferred  Consideration  described in subsection 6(c)
                           above is  payable  by an  individual,  group or legal
                           entity other than the  Company,  or by a successor to
                           the Company,  after the closing of a Sale Event,  the


                                       5
<PAGE>

                           Company shall cause such individual, group, entity or
                           successor to pay  compensation  payable to Legg Mason
                           hereunder,  or,  at the  closing,  to  enter  into an
                           agreement  to pay  such  compensation  to Legg  Mason
                           according to the terms hereof.

                  (e)      In  the  event  a  Financing  has  occurred  and  the
                           investor or investors in the  Financing has or have a
                           right  (whether  through  an  option,  right of first
                           refusal or  otherwise)  that it  acquired  during the
                           term of this  Agreement  or within  24  months  after
                           termination thereof to acquire subsequently assets of
                           the Company (including,  without limitation,  the BPH
                           800),  a material  interest in the Company or control
                           of the Company, then the exercise of such right shall
                           constitute a Sale Event hereunder,  regardless of the
                           amount of time that  passes  prior to such  exercise,
                           and  the  Company  will  pay  to  Legg  Mason,   upon
                           consummation of the transaction, the fee specified in
                           clause (X) of  subsection  6(b) above with respect to
                           such Sale  Event.  Any fee that has  previously  been
                           paid under  subsection  6(b) above  shall be credited
                           against any fee due under this subsection 6(e).

                  (f)      The Company hereby grants Legg Mason a right of first
                           refusal to  represent  the  Company as its  exclusive
                           financial  advisor,  on the same terms and conditions
                           as are  contained in this  Agreement,  in the event a
                           Financing has been consummated during the term hereof
                           and within two years of the closing of the  Financing
                           the Company  seeks to effect a Sale Event (other than
                           a Sale covered by  subsection  6(e)  above).  Nothing
                           herein  constitutes an obligation of Legg Mason to so
                           represent the Company; provided, however, that in the
                           event that Legg Mason does not  exercise its right of
                           first refusal within five (5) business days following
                           notice from the Company  that it is  contemplating  a
                           Sale Event,  such right of first refusal shall expire
                           and be null  and  void  and of no  further  force  or
                           effect.

         7. In  addition  to the  fees  described  in  Section  6 above  and the
obligation of the Company to pay certain  expenses set forth in Section 8 below,
and whether or not any Transaction is  consummated,  the Company will pay all of
Legg  Mason's  reasonable   out-of-pocket   expenses   (including  document  and
presentation  material  expenses  and the  fees  and  expenses  of its  counsel)
incurred in  negotiating  the terms of and in carrying out its duties under this
engagement.   Upon   request,   Legg  Mason  will  submit   reasonable   back-up
documentation  for all such  expenses.  Such  out-of-pocket  expenses  shall not
exceed  $25,000  without the Company's  prior approval and shall be payable upon
request by Legg Mason.

                                       6
<PAGE>

         8.  In  connection  with  engagements  of the  nature  covered  by this
Agreement,   it  is  Legg  Mason's  practice  to  provide  for  indemnification,
contribution,  and  limitation  of  liability.  By signing this  Agreement,  the
Company agrees to the  provisions  attached to this  Agreement  (Attachment  A),
which provisions are expressly incorporated by reference herein.

         9.  The  Company  represents  and  warrants  to Legg  Mason  that  this
Agreement has been duly authorized and represents the legal, valid,  binding and
enforceable  obligation  of the Company and that neither this  Agreement nor the
consummation of the  transactions  contemplated  hereby requires the approval or
consent  of  any  governmental  or  regulatory   agency  or  violates  any  law,
regulation, contract or order binding on the Company.

         10.  Except as  contemplated  by the terms  hereof  or as  required  by
applicable  law,  Legg Mason shall keep  confidential  all  material  non-public
information  provided  to it by or on  behalf  of the  Company,  and  shall  not
disclose such information to any third party,  other than such of its employees,
affiliates,  agents and advisors as Legg Mason  reasonably  determines to have a
need to know in  order  to  permit  Legg  Mason  to  discharge  its  obligations
hereunder.  The Documents and any other  confidential  information or data about
the Company will be made  available to a potential  Transaction  party only upon
its  execution  of a  confidentiality  agreement  prepared  by  Legg  Mason  and
acceptable to the Company. Legg Mason will destroy all confidential  information
in its possession,  including any and all documents  prepared on the basis of or
containing or reflecting  any  confidential  information  in the event that this
engagement is terminated  prior to consummation  of a Transaction  and, upon the
Company's request,  shall certify in writing to the Company that it has done so.
Notwithstanding  any such destruction or termination,  Legg Mason shall continue
to keep confidential any confidential information or data about the Company that
it learns during the course of its engagement hereunder.

         11. Legg Mason is being  retained to serve as financial  advisor solely
to the Company,  and it is agreed that the  engagement of Legg Mason is not, and
shall not be deemed to be, on behalf of, and is not intended to confer rights or
benefits upon, any shareholder or creditor of the Company or its subsidiaries or
upon any other person or entity.  No one other than the Company is authorized to
rely upon this engagement of Legg Mason or any statements,  conduct or advice of
Legg Mason, and no one other than the Company is intended to be a beneficiary of
this engagement.  All opinions,  advice or other assistance  (whether written or
oral) given by Legg Mason in connection with this engagement are intended solely
for the  benefit  and use of the  Company  and will be treated by the Company as
confidential,  and no opinion, advice or other assistance of Legg Mason shall be
used for any other purpose or reproduced, disseminated, quoted or referred to at
any time,  in any  manner  or for any  purpose,  nor  shall any  public or other
references to Legg Mason (or to such  opinions,  advice or other  assistance) be
made without the express prior written consent of Legg Mason.

                                       7
<PAGE>

         12. The Company agrees that, following the closing or consummation of a
Transaction,  Legg Mason has the right to place  advertisements in financial and
other newspapers and journals at its own expense, describing its services to the
Company  hereunder,  provided  that Legg  Mason  will  submit a copy of any such
advertisements  to the Company for its prior approval,  which approval shall not
unreasonably be withheld.

         13. The term of this  engagement  will  continue  until the earliest of
April 30, 2003, the closing or consummation of a Transaction or until terminated
in the manner  provided for in this  Section.  Either party may  terminate  Legg
Mason's  engagement  hereunder at any time by giving the other party at least 30
days' prior written notice.  Within 30 days after the effective date of any such
termination,  Legg  Mason  will  deliver  to the  Company a copy of the List (as
described in Section 5 above) as then constituted. The provisions of Sections 2,
6, 7, 8, 10 and 12 hereof shall survive any  expiration or  termination  of this
Agreement.

         14. The  Company  represents  and  warrants  that there are no brokers,
representatives  or other persons which have an interest in any compensation due
to Legg Mason from any transaction contemplated herein.

         15.  The terms and  provisions  of this  Agreement  are  solely for the
benefit of the  Company  and Legg Mason and the other  Indemnified  Persons  and
their respective successors, assigns, heirs and personal representatives, and no
other  person  or  entity  shall  acquire  or have any  right by  virtue of this
Agreement.  This  Agreement  represents  the entire  understanding  between  the
Company and Legg Mason with respect to Legg Mason's  engagement  hereunder,  and
all prior  discussions  are merged herein.  This Agreement shall be governed by,
and  construed in  accordance  with,  the laws of the State of Maryland  without
regard to such state's  principles  of  conflicts  of laws,  and may be amended,
modified  or  supplemented  only by written  instrument  executed by each of the
parties hereto.

         16. The parties hereby submit to the  jurisdiction  of and venue in the
federal courts located in the City of Baltimore, Maryland in connection with any
dispute related to this Agreement,  any transaction  contemplated hereby, or any
other matter contemplated hereby.


                                       8
<PAGE>


If the foregoing  correctly  sets forth the entire  understanding  and agreement
between Legg Mason and the Company, please so indicate in the space provided for
that  purpose  below and return an executed  copy to us,  whereupon  this letter
shall constitute a binding agreement as of the date first above written.


                                    Very truly yours,

                                    LEGG MASON WOOD WALKER, INCORPORATED



                                    By:__________________________________
                                            Scott R. Cousino
                                            Managing Director




AGREED:

CELSION CORPORATION


By:______________________________________________
         Anthony P. Deasey
         Executive Vice President Finance and Administration
           And Chief Financial Officer













                                       9
<PAGE>





                                  ATTACHMENT A

                      LEGG MASON WOOD WALKER, INCORPORATED
                        INDEMNIFICATION, CONTRIBUTION AND
                       LIMITATION OF LIABILITY PROVISIONS


(a)      The Company  agrees to indemnify  and hold  harmless Legg Mason and its
         affiliates  and their  respective  officers,  directors,  employees and
         agents, and any persons controlling Legg Mason or any of its affiliates
         within  the  meaning of  Section  15 of the  Securities  Act of 1933 or
         Section 20 of the Securities  Exchange Act of 1934 (Legg Mason and each
         such other person or entity being referred to herein as an "Indemnified
         Person"), from and against all claims,  liabilities,  losses or damages
         (or  actions  in  respect  thereof)  or other  expenses  (collectively,
         "Damages")  which (A) are related to or arise out of (i) actions  taken
         or omitted to be taken  (including  any untrue  statements  made or any
         statements omitted to be made) by the Company or its affiliates or (ii)
         actions taken or omitted to be taken by an Indemnified  Person with the
         consent or in  conformity  with the actions or omissions of the Company
         or its affiliates or (B) are otherwise  related to or arise out of Legg
         Mason's  activities  on behalf of the Company.  The Company will not be
         responsible, however, Damages pursuant to clauses (A)(ii) or (B) of the
         preceding  sentence  which are finally  judicially  determined  to have
         resulted  primarily from such Indemnified  Person's gross negligence or
         willful misconduct.  In addition,  the Company agrees to reimburse each
         Indemnified Person for all out-of-pocket  expenses  (including fees and
         expenses  of  counsel)  actually  and  reasonably  incurred  as the are
         incurred by such Indemnified  Person in connection with  investigating,
         preparing, conducting or defending any such action or claim, whether or
         not in connection with enforcing the rights of such Indemnified  Person
         under this Agreement, unless such Indemnified Person is not entitled to
         indemnification pursuant to the preceding sentence.

(b)      If  for  any  reason  the  foregoing  indemnity  is  unavailable  to an
         Indemnified  Person  or  insufficient  to  hold an  Indemnified  Person
         harmless,  then the  Company  shall  contribute  to the amount  paid or
         payable  by  such  Indemnified  Person  as  a  result  of  such  claim,
         liability, loss, damage or expense in such proportion as is appropriate
         to reflect not only the  relative  benefits  received by the Company on
         the one hand and Legg Mason on the other,  but also the relative  fault
         of the  Company  and  Legg  Mason,  as well as any  relevant  equitable
         considerations,  subject  to  the  limitation  that  in any  event  the
         aggregate  contribution  of all  Indemnified  Persons  to  all  losses,
         claims,  liabilities,  damages and expenses shall not exceed the amount
         of fees actually  received by Legg Mason and its  affiliates  and their
         respective officers,  directors,  employees and agents, and any persons
         controlling  Legg  Mason  or any of its  affiliates  pursuant  to  this
         Agreement.  It is hereby further  agreed that the relative  benefits to
         the Company on the one hand and Legg Mason on the other with respect to
         any transaction or proposed transaction  contemplated by this Agreement


                                       10
<PAGE>

         shall be deemed to be in the same proportion as (i) the total value the
         transaction or proposed transaction bears to (ii) the fees paid to Legg
         Mason with respect to such transaction.

(c)      No  Indemnified  Person shall have any  liability to the Company or any
         other person in connection with the services  rendered pursuant to this
         Agreement,  except for any  liability  for losses,  claims,  damages or
         liabilities  finally  judicially  determined to have resulted primarily
         from such Indemnified  Person's bad faith,  gross negligence or willful
         misconduct.

(d)      If indemnification is to be sought hereunder by any Indemnified Person,
         then  such   Indemnified   Person  shall  notify  the  Company  of  the
         commencement of any action or proceeding in respect thereof;  provided,
         however,  that the failure so to notify the  Company  shall not relieve
         the  Company  from any  liability  that it may  otherwise  have to such
         Indemnified Person except to the extent that such liability arises from
         such failure to notify.  Following such  notification,  the Company may
         elect in writing to assume the  defense of such  action or  proceeding,
         and,  upon such  election,  it shall not be liable for any legal  costs
         subsequently incurred by such Indemnified Person (other than reasonable
         costs of investigation) in connection therewith, unless (i) the Company
         has failed to provide  counsel of  recognized  standing and  reasonably
         satisfactory  to such  Indemnified  Person  in a timely  manner or (ii)
         representation  of such  Indemnified  Person by counsel provided by the
         Company could present such counsel with a conflict of interest.

(e)      The Company  agrees that it will not settle or compromise or consent to
         the entry of any judgment in any pending or threatened  claim,  action,
         suit or  proceeding in respect of which  indemnification  may be sought
         from the Company by any  Indemnified  Person  (whether any  Indemnified
         Person is an actual or potential party to such claim,  action,  suit or
         proceeding)  unless such settlement,  compromise or consent includes an
         unconditional  release of such  Indemnified  Person  hereunder from all
         liability arising out of such claim, action, suit or proceeding.

(f)      To the extent  officers or employees of Legg Mason appear as witnesses,
         are deposed,  or  otherwise  are involved in or assist with any action,
         hearing or proceeding  related to or arising from a Transaction or Legg
         Mason's  engagement  hereunder,  the Company  will pay Legg  Mason,  in
         addition to the fees set forth above,  Legg Mason's  customary per diem
         charges,  In addition,  if any Indemnified Person appears as a witness,
         is deposed or  otherwise  is  involved  in any  action  relating  to or
         arising from a Transaction or Legg Mason's  engagement  hereunder,  the
         Company  will  reimburse  such  Indemnified  Person  for  all  expenses
         (including  fees and  expenses  of  counsel)  actually  and  reasonably
         incurred by it by reason of it or any of its personnel  being  involved
         in any such action unless the action,  hearing or proceeding relates to
         or arises from Legg Mason's gross negligence or willful misconduct.

(g)      The  Company  waives  any right to a trial by jury with  respect to any
         claim or action  arising out of this  Agreement  or the actions of Legg
         Mason,  and consents to personal  jurisdiction,  service of process and


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<PAGE>

         venue in any court in which any claim covered by the provisions of this
         Attachment A may be brought against an Indemnified Person.

(h)      The  provisions  of this  Attachment  A  shall  be in  addition  to any
         liability the Company may have to any Indemnified  Person at common law
         or  otherwise,  and shall  survive the  expiration  of the term of this
         Agreement and the closing of any sale of the Company.



























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