exhibit1035.htm


    
      

      

    

    

      


      Exhibit
10.35



    


    


    


    


    



    Domestic
Relocation Policy

    Home
Sale Assistance Plan

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              Policy
      Component

            	
              
Introduction.........................................................................................................................................................................................................................

              
Benefits at a
      Glance ...........................................................................................................................................................................................................

              
Before You Get
      Started......................................................................................................................................................................................................
 

              
Expense
      Reimbursement....................................................................................................................................................................................................


              
Home Finding
      Assistance................................................................................................................................................................................................

      

              
New Home Purchase
      Assistance.....................................................................................................................................................................................


              
Rental
      Assistance..............................................................................................................................................................................................................


              
Temporary
      Housing...........................................................................................................................................................................................................


              
Home Sale Assistance:  Guaranteed
      Offer......................................................................................................................................................................


                 

      Movement of Household
      Goods......................................................................................................................................................................................


              
Final Move to the Destination
      Location.........................................................................................................................................................................


              
Miscellaneous Expense
      Allowance.................................................................................................................................................................................


              
Spousal/Partner Career
      Counseling.................................................................................................................................................................................


                 

      Tax Liability
      Assistance....................................................................................................................................................................................................


            	
              
  1

              
 
      2

                4

                5

                6

                8

                9

              10

              11

              15

              18

              19

              20

              21

            


    

    


    
    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            
              INTRODUCTION

            

            


          

        

      

    

    


    
      	
              Congratulations!

            	
              Congratulations
      on your move with LFG!

               

              As
      part of your new career decision, you and your family will face many new
      challenges and opportunities. This Relocation Policy is designed to
      provide the information and tools necessary to make your move as smooth
      and easy as possible.

               

              Please
      read the material carefully to get an idea of the comprehensive assistance
      available to you and your family. As you prepare for each step of your
      move, rely on this information for a source of guidance.

               

              LFG
      has selected TRC Global Solutions, Inc., a relocation management company,
      to assist in your transition.  TRC Global Solutions, Inc.
      specializes in assisting corporations and their transferring employees in
      all aspects of the relocation process. Once your Relocation Authorization
      Form has been received by TRC Global Solutions, Inc., your RELOCATION
      SPECIALIST will contact you to begin the process.

            
	 
      	 
      
	
              Important
      Notice

            	
              In
      order to take maximum advantage of the relocation program benefits, as
      well as minimize costs to the Company, do not contact any real estate
      companies or agents before first talking to your RELOCATION
      SPECIALIST. Should you have a preferred real estate agent, you must
      first request TRC Global Solutions, Inc. to contact the preferred real
      estate agent in order to verify that the real estate agent meets TRC
      Global Solutions, Inc.’s requirements.

               

              To
      maintain relocation benefits eligibility, you must follow all processes
      set forth by TRC Global Solutions, Inc. and LFG documented within this
      relocation policy.

               

            


    

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


          
            
              BENEFITS
AT A GLANCE

            

            


          

        

      

    

    


    
      	
              Policy
      Component

            	
                      Description

            
	
              Home
      Finding Assistance

            	
               
      q Up
      to two home finding trips, for a maximum of seven days (combined) for you
      and your spouse/partner

               

              q Reimbursed
      expenses include:

               

              § Airfare
      (coach class only) or personal car (at the current reimbursable mileage
      rate)

               

              § Lodging

               

              § Meals
      (room service not included)

               

              § Rental
      car and gas in destination area

            
	 
      	 
      
	
              New
      Home Purchase Assistance

            	
               
      q If
      you owned your residence in the former location and purchase within twelve
      months of your transfer date you          

                  will  be  reimbursed  for normal expenses when
      purchasing a residence in the new location

               

               
      q A
      1% loan origination fee will be reimbursed

               

            
	 
      	 
      
	
              Rental
      Assistance

            	
               
      q If
      you rent at the destination location, TRC Global Solutions, Inc. will help
      you locate the right rental property or apartment in the 
      

                          
      right neighborhood quickly and easily.  You will be contacted to
      review the program and associated benefits, and to discuss your
      

                          
      housing and community needs at the new location.

               

            
	 
      	 
      
	
              Temporary
      Housing

            	
               
      q Professional
      assistance will be provided by TRC Global Solutions, Inc.

               

              q The
      Company will provide temporary housing accommodations for up to 60 days
      for you

               

              q Reimbursable
      expenses include:

               

              § Lodging

               

              § Meals
      (two meals per working day and three meals per non-working
      day)

               

              § Rental
      car and gas in destination area

               

              § Return
      visits home to a maximum of two

               

            
	
               

              Home
      Sale Assistance:   Marketing Assistance/ Appraised Value
      Option (Guaranteed Offer)

            	
               

              q TRC
      Global Solutions, Inc. will assist with market strategy
      creation

               

              q You
      must complete the disclosure form

               

              q TRC
      Global Solutions, Inc. will order all necessary inspections and a title
      report

               

              q Two
      appraisals ordered if within 5% then averaged, if not, third ordered, two
      closest averaged

               

              q 

               

               

               

            


       

      
        
           

        

      

      
        
          
            
               


            

            
              2

              
                

              

            

            
               


              
                
                  BENEFITS
AT A GLANCE


                

              

            

          

        

      

      
        	
                Policy
      Component

              	
                        Description

              


      

      	
               

               

               

               

               

               

               

               

               

              Movement
      of Household Goods

            	
              
                q TRC
      Global Solutions, Inc. closes with you when a qualified buyer has been
      secured and paperwork has been executed

                 

                q An
      equity advance of 80% can be provided to purchase in the destination area
      if you are not an executive officer of the Company

                 

                q Proof
      of need and a signed Promissory Note will be required for the equity
      advance

              

               

               

               

               

              q Professional
      van line selected by TRC Global Solutions, Inc.

               

              q Van
      line will pack, load, transport, and unload goods including normal
      appliance servicing

               

              q Storage
      to 60 days

               

              q Up
      to $75,000 valuation coverage

               

              q One
      automobile may be shipped if the distance to the new location is > 600
      miles

               

            
	 
      	 
      
	
               

              Final
      Move to the Destination Location

            	
               

              q The
      Company will reimburse actual and reasonable en route expenses from the
      departure location to the destination location incurred by you and your
      family.  All travel should be booked through the Company/s
      designated travel agency and in accordance with the Company’s travel
      policy.  Your trip must be made by the most direct route-no
      vacation, extended trips or personal aide trip or leisure will be
      covered.

            
	
               

              Miscellaneous
      Expense Allowance

            	
               

              q You
      will receive a Miscellaneous Expense Allowance in the amount of $5,000 to
      cover incidentals not covered by a relocation benefit.  No
      gross-up.

            
	 
      	 
      
	
              Spousal/Partner
      Career Assistance

            	
               
      q The
      Company will provide employment assistance benefits through a coordinated
      resource for your spouse/partner

               

            
	 
      	 
      
	
               

              Tax
      Liability Assistance

            	
               

              q The
      Company will pay a tax-on-tax gross up to cover portions of your estimated
      federal, state, and local tax liability that arises from the taxable but
      generally not deductible portion of Company-reimbursed
      expenses.

            


    

     

    
      	
                

            	 


    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


          
            
              BEFORE
YOU GET STARTED

            

            


          

        

      

    

    


    
      	
              Objective

            	
              The
      Company’s relocation benefits are intended to:

               

              q Facilitate
      your timely transition to the new location.

               

              q Minimize
      your out-of-pocket expenses while effectively managing the Company’s
      costs.

               

              q Comply
      with Internal Revenue Service regulations.

            
	 
      	 
      
	
              Scope
      of Benefits

            	
              These
      benefits are designed for the sole purpose of providing support for
      relocations within the United States.

               

              The
      Company reserves the right to amend, modify, suspend or terminate the
      relocation benefits and programs described at any time without advance
      notice.  The Company retains the right to establish separate
      employee relocation policies and/or benefit packages in the event of
      unusual or uncommon circumstances.

               

              The
      Company will have the final right of decision when interpreting the terms
      of the relocation benefits and programs or in any communication with you.
      This policy is not an offer, a contract, or part of
  either.

            
	 
      	 
      
	
              Program
      Administration

            	
              The
      Company will authorize your relocation with TRC Global Solutions, Inc..
      Once notified, TRC Global Solutions, Inc. will provide you with a copy of
      the relocation policy, explain the Company’s relocation benefits and
      process, and answer any questions that arise.

            
	 
      	 
      
	
              Eligibility

            	
              This
      policy applies to full-time employees who are hired or transferred at the
      request of the Company.

               

              When
      family members are entitled to relocation benefits within this policy, the
      following definition of “family” will apply:

               

              “The
      employee’s spouse or partner and dependent children (ren) who reside with
      the employee at the time of acceptance of transfer and who will reside
      with the employee at the new location.”

               

              If
      the Company employs both you and your spouse or partner, benefits are
      available for only one.

               

              To
      be eligible for the benefits outlined in this policy, the move must be
      completed within 12 months of the effective date of the relocation. The
      effective date is defined as the official date of transfer/position change
      or the start date for new hire employees. Benefits cease upon termination
      of employment.

            
	 
      	 
      


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


          
            
              EXPENSE
REIMBURSEMENT

            

            


          

        

      

    

    


    
      	
              Expense
      Reimbursement Process

            	
              In
      some cases, the Company will pay service providers directly for the
      relocation assistance you receive. Certain other expenses will be paid
      directly by you and reimbursed by the Company.

               

              The
      reimbursement of eligible moving-related expenses will be handled by TRC
      Global Solutions, Inc.. Within 30 days of incurring an eligible expense,
      you must fill out a relocation expense reporting form and attach original
      receipts for all expenditures.

               

              The
      relocation expense form is then submitted to TRC Global Solutions, Inc.’s
      Expense Management Department. After TRC Global Solutions, Inc. receives
      the form, the expenses will be checked for accuracy and consistency with
      the Company’s relocation policy. TRC Global Solutions, Inc. will
      distribute reimbursement funds weekly. Under no circumstances should
      relocation expenses be submitted on a business related expense
      form.

               

              If
      at any time you are unsure whether an expense is reasonable in nature,
      appropriate and/or eligible for reimbursement under this policy, you
      should contact TRC Global Solutions, Inc. prior to incurring the
    expense.

            
	 
      	 
      
	
              Non-Reimbursable
      Expenses

            	
              Example
      of expenses that are not reimbursed during your relocation include but are
      not limited to:

               

              § Airline
      headsets

               

              § Automobile
      insurance, traffic fines, parking fines or impound costs

               

              § Cost
      of insuring personal and company property

               

              § Health
      club facilities

               

              § Luggage
      and briefcases

               

              § Medical
      expenses and personal trip insurance

               

              § Personal
      care items and clothing

               

              § Personal
      communication

               

              § Subscription
      movies, newspapers, magazines and
recreation

            


    

    


     

    
    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


          
            
              HOME
FINDING ASSISTANCE

            

            


          

        

      

    

    


    
      	
              Benefit
      Description

            	
              TRC
      Global Solutions, Inc. specializes in helping you locate the right home in
      the right neighborhood quickly and easily.  To assist the
      Company in controlling relocation costs, you must allow TRC Global
      Solutions, Inc. to make the first contact with the real estate agent(s) in
      the new location.  TRC Global Solutions, Inc. only recommends
      agents with a proven record of accomplishment of successfully finding and
      selling homes. If you have a real estate agent, you would like to
      recommend, it is important that you do not contact that agent. Instead,
      let your RELOCATION SPECIALIST know who the agent is and where the agent
      can be reached.  Your RELOCATION SPECIALIST will then contact
      the agent to obtain his/her credentials and, if qualifications are
      acceptable, will select that agent.

               

              You,
      members of your immediate family, or other Company employees should not
      directly or indirectly benefit financially from the fees that the Company
      pays for services or other costs related to your relocation. It is for
      that reason that the Company will not reimburse a transferring employee,
      an immediate family member, another relative of the employee, or another
      Company employee (or his/her spouse) for any fees for services performed
      as a real estate agent or broker for the purchase of the transferring
      employee’s primary residence.

            
	 
      	 
      
	
              RELOCATION
      SPECIALIST Assistance

            	
              TRC
      Global Solutions, Inc.’s RELOCATION SPECIALIST will contact you to review
      the program, explain the benefits, and offer assistance.  This
      assistance includes:

               

              q Conducting
      a telephone interview with you to discuss your housing needs and wants at
      the new location.  After this discussion, the RELOCATION
      SPECIALIST will use the information acquired to recommend a realtor who is
      a relocation specialist in the area and who is knowledgeable regarding
      homes within the price range you have requested.

               

              q Explaining
      “agency” and clarifying who the realtor is representing and
      why.

               

              q Reviewing
      purchase guidelines to help you make a good decision on the home you
      decide to purchase, including disclosure hazards such as synthetic stucco,
      lead paint and other toxic hazards.

               

              q Explaining
      comparable market analysis and encouraging you to have the realtor assist
      you in putting one together on the home you are purchasing. This will help
      you determine the best price for the property and eliminate purchasing an
      overpriced home.

               

              q Assisting
      with negotiations—it can be very helpful to have the opinion of an
      uninvolved specialist when you are negotiating the purchase price of a new
      home.

               

              q Reviewing
      the purchase agreement (contract). The RELOCATION SPECIALIST will be
      available to look over the purchase agreement to determine that it is
      written in your best interests.

               

              q Encouraging
      you to be prequalified with a lender. In many markets, sellers are
      requiring buyers to be prequalified at the time the offer to purchase is
      made. The Company has made lender arrangements through TRC Global
      Solutions, Inc.’s Mortgage supplier’s for your optional
    usage.

            
	 
      	 
      
	
              Home
      Finding Trip

            	
              The
      Company will provide a benefit to cover reasonable transportation,
      lodging, and meals during your home finding trip(s).  A maximum
      of two trips for a maximum of seven days (combined) for you and your
      spouse/partner.  This includes travel time.

               

              q Reimbursed
      expenses include:

               

               

            
	 
      	 
      


    

     

     

    
      
         

        
          
             


          

          
            6

            
              

            

          

          
             


            
              
                HOME
FINDING ASSISTANCE

              

              


            

          

        

      

    

     

    
             § Airfare
(coach class only) or personal car (at the current reimbursable mileage
rate)

       

             § Lodging

       

             § Meals
(room service not included)

       

             § Rental
car and gas in destination area

    

    
 

    
      
        
           


        

        
          7

          
            

          

        

        
           


          
            
              NEW
HOME PURCHASE ASSISTANCE

            

            


          

        

      

    

    


    
      	
              Benefit
      Description

               

            	
              If
      you owned your residence in the former location and purchase within twelve
      months of your transfer date, you will be reimbursed for normal expenses
      when purchasing a residence in the new location.

               

              These
      benefits are not available if you rented your primary residence in the
      former location, even if you are purchasing a home in the new
      location.

            
	 
      	 
      
	
              Reimbursable
      Expenses

            	
              Home
      purchase expenses will be reimbursed that are actual, customary and
      required, such as:

               

              q Application
      fee

               

              q Appraisal
      fee

               

              q Attorney’s
      fees

               

              q Credit
      report

               

              q Document
      preparation

               

              q Funding
      fees

               

              q Inspection
      fee (general home)

               

              q Inspection
      fees (engineering, pest, roof, radon, septic/well—if required by
      lender)

               

              q Legal
      fees

               

              q Loan
      origination fee (not to exceed 1% of the new mortgage amount)

               

              q Notary
      fees

               

              q Owner’s
      fee title insurance

               

              q Recording
      fees

               

              q Simultaneous
      second mortgage closing costs

               

              q State
      tax stamps and transfer fees

               

              q Survey

               

              q Title
      examination, title insurance binder, title/abstract search, EPA
      endorsements

               

              q Title
      insurance (lender required)

               

              q Title
      search

               

              q Underwriting
      fee

               

              The
      Company will not reimburse you for any arrangement that reduces the
      mortgage interest rate. Nor will the Company reimburse you for funds
      required in escrow accounts, such as prorated real estate taxes and
      insurance premiums.

               

              To
      receive reimbursement, submit a completed relocation expense reporting
      form (provided by TRC Global Solutions, Inc.) along with a copy of the
      signed HUD-1 settlement statement. Reimbursable home purchase costs can be
      billed directly to the Company.

            


    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


          
            
              RENTAL
ASSISTANCE

            

            


          

        

      

    

    


    
      	
              Benefit
      Description

            	
              TRC
      Global Solutions, Inc. will help you locate the right rental property or
      apartment in the right neighborhood quickly and easily. You will be
      contacted to review the program and associated benefits, and to discuss
      your housing and community needs at the new location.

               

              To
      help with your search you will be presented with rental options to review
      in advance of your home finding trip.  The rental options are in
      the form of photos and detailed information on available
      properties.  An agenda will be provided to tour each property
      and you will be assisted with negotiating the lease terms and rental
      rates.  You will also be supplied with any destination services
      you requested, such as assistance with utility connection, rental
      furniture, etc.

            
	 
      	 
      
	
              Securing
      a New Lease

            	
              In
      order to avoid any future penalties to either you or the Company, a
      transfer clause should be inserted into any lease that you sign at the new
      location. The following clause is recommended:

               

              “In
      the event the renter is transferred, or decides to purchase or build a
      home during the term of this lease, this lease may be terminated upon
      thirty (30) days written notice to landlord with no penalty to renter.
      Renter will provide a copy of the employer’s relocation
      authorization.”

            
	 
      	 
      


    

     

    
    

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


          
            
              TEMPORARY
HOUSING

            

            


          

        

      

    

    


    
      	
              Benefit
      Description

            	
              If
      you are unable to move into your new permanent residence but are
      needed to report to work in the new location, the Company will cover your
      lodging and meals (two meals per working day and three meals per
      non-working day) during temporary living.  Up to 60 days maximum
      of temporary living benefit is provided.  Car rental and gas are
      eligible for reimbursement.

               

              TRC
      Global Solutions, Inc. will assist you in securing the appropriate
      temporary living accommodations in your new location.  Your
      RELOCATION SPECIALIST can evaluate your needs and recommend
      locations.  In most instances, the monthly rent can be directly
      billed to TRC Global Solutions, Inc..

            
	 
      	 
      
	
              Housing
      Period

            	
              The
      temporary housing period begins on the day of your arrival in the
      destination location and ends with whichever of the following occurs
      first:

               

              § The
      new home is ready for occupancy.

               

              § Delivery
      of your household goods to the new home.

               

              § The
      temporary housing period of 60 days expires.

               

              You
      are responsible for any additional temporary housing costs that result
      from your decision to build a home in the new location.

            
	 
      	 
      
	
              RELOCATION
      SPECIALIST Assistance

            	
              Upon
      authorization from the Company, TRC Global Solutions, Inc.
      will:

               

              § Contact
      you to determine your needs with regard to the length of stay and housing
      requirements.

               

              § Contact
      the appropriate resource to determine availability of units and leasing
      terms.

               

              § Provide
      you with the name(s) and location(s) of available unit(s) for your
      selection.

               

              Upon
      notification from you of an acceptable unit, TRC Global Solutions, Inc.
      will:

               

              § Assist
      in negotiating terms of the lease in accordance with the appropriate
      reimbursement guidelines and your requirements.

               

              § Submit
      expenses to the Company for payment.

               

              § Maintain
      contact with you throughout the temporary housing period to coordinate
      changes or resolve issues.

            
	 
      	 
      
	
              Trips
      Home

            	
              If
      your family remains at the departure location, you will be reimbursed up
      to a maximum of two trips home during Temporary
      Living.  Reimbursable trip expenses are limited to
      transportation only.  Transportation costs include coach airfare
      and airport parking or automobile mileage at the current Company rate. All
      travel should be booked through and in accordance with the Company’s
      travel policy.

               

              Optionally,
      a family member may travel to the new location, instead of you making a
      trip home. However, any additional lodging and meal costs will be at your
      expense.

            


    

    


    


    
      
        
           


        

        
          10

          
            

          

        

        
           


          
            
              HOME
SALE ASSISTANCE:  GUARANTEED OFFER

            

            


          

        

      

    

    


    
      	
              Benefit
      Description

            	
              Home
      Sale Assistance is designed to help you sell your home and provide the
      most favorable tax treatment to both you and the Company.  If
      you follow the guidelines of this sale, you do not incur any real estate
      commission or other normal seller’s closing expenses.  To
      protect this sale, you must under no circumstances accept a down payment
      or sign an offer presented by any potential buyer.  Your
      RELOCATION SPECIALIST will explain the process and all
      details.

               

              You,
      members of your immediate family, or other Company employees should not
      directly or indirectly benefit financially from the fees that the Company
      pays for services or other costs related to your relocation.  It
      is for that reason that the Company will not reimburse you, an immediate
      family member, another relative of the employee, or another Company
      employee (or his/her spouse) for any fees for services performed as a real
      estate agent or broker for the sale of your primary
    residence.

            
	 
      	 
      
	
              Qualifications
      for the Program

            	
              To
      qualify for Home Sale Assistance, the home must be owned by you and be
      your principal residence at the time of the transfer.  In
      addition:

               

              q Your
      home cannot be listed prior to initiation in TRC Global Solutions, Inc.’s
      program or you must be able to cancel that listing without
      penalty.

               

              q The
      program procedures outlined by this policy and TRC Global Solutions, Inc.
      must be followed.

               

              You
      must warrant that you own and occupy the residence and that it is
      classified as a single-family residence, condominium, or town house with
      no adverse conditions that will prevent its
  marketability.

            
	 
      	 
      
	
              Ineligible
      Properties

            	
              To
      qualify for Home Sale Assistance, the home must be owned by you and be
      your principal residence at the time of the transfer.  In
      addition, the following kinds of properties do not qualify:

               

              q Cooperative
      units

               

              q Farms

               

              q Homes
      with acreage in excess of five acres or acreage that does not conform to
      the immediate area

               

              q Houseboats

               

              q Income
      producing properties

               

              q Mobile
      homes whether on owned or leased lots

               

              q Multi-family
      dwellings (except a two-family residence when one part is the principal
      residence of the employee)

               

              q Properties
      in which inspections conducted disclose defects which rendered the
      property unmarketable and/or the employee does 

              not
      repair to the satisfaction of The Relocation Center

               

              q Properties
      on which clear title cannot be delivered

               

              q Properties
      that have EIFS (exterior insulating finishing systems), also known as
      synthetic stucco

               

              q Properties
      which do not qualify for conventional mortgage financing

               

            


       

      
        


        
          
            
               


            

            
              11

              
                

              

            

            
               


              
                
                  HOME
SALE ASSISTANCE:  GUARANTEED OFFER

                

                


              

            

          

        

      

      	
               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

              The
      Relocation Centers Guaranteed Home Buyout Program

            	      
              q Properties
      which have been on the market at any time within six months of the date of
      the employee’s initiation into the program

               

              q Residences
      acquired for commercial or speculative purposes

               

              q Residences
      containing or located near hazardous materials (e.g. lead, asbestos, urea
      formaldehyde foam insulation/UFFI)

               

              q Residences
      that are not FNMA/FHLMC approved

               

              q Residences
      undergoing renovation or construction

               

              q Resort
      properties

               

              q Summer/vacation
      homes

               

              q Vacant
      land

               

               

              If
      any inspection discloses a significant problem, the Company reserves the
      right to exclude the home from the Home Sale Assistance
      program.  In such event, you would be eligible for direct
      reimbursement of certain home selling expenses.

               

               

              When you accept a bona fide outside offer from a qualified
      buyer, TRC Global Solutions, Inc. will purchase the home from you and then
      sell the home to the outside buyer.  To protect this sale, you
      must under no circumstances accept a down payment or sign an offer
      presented by any potential buyer.  In order to contain costs in
      this area, the Company requires that you:

               

              § Participate
      in the Home Marketing Assistance program.

               

              § Inform
      TRC Global Solutions, Inc. of all outside offers you
    receive.

            
	 
      	 
      
	
              Real
      Estate Agent Selection and Market Analysis

            	
              Your
      RELOCATION SPECIALIST will select two real estate agents who have a
      documented record of successfully selling homes in the immediate
      neighborhood and within the general price range of the
      home.  These real estate agents will independently inspect the
      home and complete a Broker’s Market Analysis (BMA) to establish the most
      probable sales price.

               

              If
      you have a real estate agent, you would like to recommend, it is important
      that you do not contact that agent.  Instead, let your
      RELOCATION SPECIALIST know who the agent is and where the agent can be
      reached.  Your RELOCATION SPECIALIST will then contact the agent
      to obtain their credentials and, if qualifications are acceptable, will
      select that agent as one of the agents to prepare and present a marketing
      plan.

               

              The
      brokers will send the completed BMAs to the RELOCATION SPECIALIST who will
      review the results for thoroughness, accuracy, and logic of
      conclusions.  Your RELOCATION SPECIALIST will then review the
      results with you, at which time you and TRC Global Solutions, Inc. shall
      agree to proceed with the appropriate paperwork.

            
	 
      	 
      
	
              Program
      Paperwork and Document Needs

            	
              You
      will enter into an agreement with TRC Global Solutions, Inc. instead of
      listing your home under your name.  This agreement enables TRC
      Global Solutions, Inc. to list the property in TRC Global Solutions,
      Inc.’s name, facilitate the move, and defray many relocation
      costs.  The agreement will last for six months and is renewable
      at the end of that period of time with your consent.  During
      this period, TRC Global Solutions, Inc. will expose the home to the
      marketplace.  Most typically, the home will be listed with a
      real estate agent by TRC Global 

            


       

       

      
        
          
            
               


            

            
              12

              
                

              

            

            
               


              
                
                  HOME
SALE ASSISTANCE:  GUARANTEED OFFER

                

                


              

            

          

        

      

       

      	
               

               

               

               

              Seller’s
      Disclosure Statement

            	
              Solutions,
      Inc. who will, through exposure to the public, determine what a buyer will
      pay at arm’s length for the home.  The agreement must be
      executed and returned to TRC Global Solutions, Inc. prior to proceeding
      with the program.

               

               

              You
      will be given a Seller’s Disclosure Statement for
      execution.  This document must be executed prior to proceeding
      with the program.  TRC Global Solutions, Inc. will also conduct
      an examination of the title to the property.  It is your
      responsibility to be able to transfer title, which shall be good and
      marketable.

            
	 
      	 
      
	
              Listing
      the Property

            	
              The
      choice of the listing agent and the price at which the home is listed are
      subjects your RELOCATION SPECIALIST will discuss with
      you.  Although TRC Global Solutions, Inc. will list the home for
      sale (if that is mutually desired) your input with regard to the agent and
      the list price will be given great consideration by the RELOCATION
      SPECIALIST.

            
	 
      	 
      
	
              Market
      Strategy

            	
              Your
      RELOCATION SPECIALIST will discuss the best strategy for marketing the
      home, suggesting any repairs, maintenance, and/or decorating that you may
      want to do to maximize the home’s value and expedite the marketing
      process.  The Company will not reimburse these
      costs.

            
	 
      	 
      
	
              Exposure
      of the Home to the Marketplace

            	
              TRC
      Global Solutions, Inc. will be responsible for marketing the
      home.  Your RELOCATION SPECIALIST will monitor all sales
      activity on the property to ensure that all of the best marketing
      procedures are being used for maximum exposure to the
      marketplace.  Your RELOCATION SPECIALIST and the real estate
      agent will keep you informed of all activity and feedback on the house
      during the marketing process.

            
	 
      	 
      
	
              Inspections

            	
              TRC
      Global Solutions, Inc. will order and pay for inspections on the home,
      including but not limited to, a general home, pest, well and septic, if
      applicable.  You will be solely responsible for rectifying or
      repairing any adverse items that appear in any inspections obtained prior
      to closing with TRC Global Solutions, Inc..  In most instances,
      TRC Global Solutions, Inc. can deduct any agreed upon repair cost from
      your equity payment.  Your RELOCATION SPECIALIST will discuss
      with you all aspects so you can make an informed
  decision.

            
	 
      	 
      
	
              Closing
      the Sale

            	
              Once
      TRC Global Solutions, Inc. has exercised the purchase agreement with you,
      your closing will be scheduled.  You will be responsible for all
      costs and risks associated with the home up to and including the date of
      closing with TRC Global Solutions, Inc..  These include but are
      not limited to prorations for taxes, interest on the mortgage, utilities,
      homeowner’s insurance, agreed upon repairs required from any inspections,
      and any other costs associated with the ownership of the
      home.  After the date of the closing, TRC Global Solutions, Inc.
      will be responsible for all of those items regarding the
home.

               

              At
      the closing between TRC Global Solutions, Inc. and you, TRC Global
      Solutions, Inc. will provide a Promissory Note for the amount of equity
      due to you.  As set forth in the Contract of Sale, you will
      receive the final net proceeds (the equity) in the property within
      approximately 2 calendar days from the date of the Promissory
      Note.  Net proceeds are defined as the sales
  

            


       

      
         

        
          
            
               


            

            
              13

              
                

              

            

            
               


              
                
                  HOME
SALE ASSISTANCE:  GUARANTEED OFFER

                

                


              

            

          

        

      

       

       

      	 
      	 
      
	
               

               

               

               

               

               

               

               

               

              Vacating
      the Property

            	
              price
      of the home minus liens, mortgages, appropriate prorations, less any
      equity advance you have already received, and agreed to repair amounts,
      etc., if any.  As provided in the Contract of Sale, there are no
      real estate commissions or other standard closing costs that will be
      deducted from the proceeds.

               

              You
      are responsible for disclosing all known conditions and defects of the
      property.  If you fail to disclose, you may be responsible for
      all costs incurred by TRC Global Solutions, Inc. as a result of the
      non-disclosure.

               

               

               

              In the event you are unable to vacate the property at the
      time of closing with TRC Global Solutions, Inc., the home may be leased
      back to you during the approximate three day period prior to closing with
      an outside buyer, at a minimum per diem of $50.  A $500 security
      deposit will be withheld from the net proceeds and will be returned after
      TRC Global Solutions, Inc. inspects the home following the vacate
      date.  Under the lease, you would be responsible for utilities,
      general maintenance, and insurance on household goods through the date of
      vacating and/or transfer of possession to TRC Global Solutions,
      Inc..  The RELOCATION SPECIALIST will provide instructions for
      transferring utilities, keys, etc.

            
	 
      	 
      
	
              Obligations
      in the Contract of Sale with The Relocation Center

            	
              Your
      obligation to TRC Global Solutions, Inc. with regard to the condition of
      the home at closing will be similar to that which would occur in the sale
      to any other buyer.  In fact, in the event that TRC Global
      Solutions, Inc. sells the property and incurs any expenses, costs, or
      liabilities with regard to a condition of the property that existed at the
      date of the closing with TRC Global Solutions, Inc., you may be held
      responsible for those items.

            
	 
      	 
      
	
              Equity
      Advance

            	
              NOTE:
      Pursuant to Section 402 of the Sarbanes-Oxley Act of 2002 that became
      effective July 30, 2002, a new subsection (k) has been added to Section 13
      of the Securities Exchange of 1934.  Section 13(k) makes it
      unlawful for any issuer, directly or indirectly, including through any
      subsidiary, to extend or maintain credit, to arrange for the extension of
      credit, or to renew an extension of credit in the form of a personal loan
      to or for any of its Board of Directors or executive
      officers.  Therefore, pursuant to the Policy, it is prohibited
      for any “executive officer” to participate in an Equity
      Advance.

               

              In
      the event you require a portion of your equity to purchase a new home in
      the destination location, after receiving a bona fide outside offer or TRC
      Global Solutions, Inc.’s guaranteed offer, but prior to acceptance of that
      offer, TRC Global Solutions, Inc. will advance up to a maximum of 80% of
      your estimated equity.

               

              Your
      equity advance will be determined as 80% of the following:

               

              § A
      bona fide outside offer or TRC Global Solutions, Inc.’s guaranteed
      offer:

               

              q Less
      any estimated unpaid balances on all mortgages, liens, property taxes,
      assessments, or other encumbrances.

               

              q Less
      one month’s, mortgage payment.

               

              q Less
      any repair escrow required to cover the cost of repairs not completed,
      which are required as a result of the 

              inspections
      ordered by TRC Global Solutions, Inc.

               

              TRC
      Global Solutions, Inc. will require you and all owners of record to
      execute a Promissory Note prior to advancing any
  funds.

            


    

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


          
            
              MOVEMENT
OF HOUSEHOLD GOODS

            

            


          

        

      

    

    


    
      	
              Benefit
      Description

               

            	
              TRC
      Global Solutions, Inc. has selected a moving company to assist you with
      the movement of household goods and will coordinate the details. The cost
      of moving household goods from your former residence to your new home will
      be paid directly by TRC Global Solutions, Inc.. Any additional pick-ups
      and deliveries or other special situations, will be at your
      expense.

               

              The
      moving company selected will perform all packing, loading, transporting,
      unloading, and partial unpacking required, including normal appliance
      servicing.  The mover will provide all required packing
      materials and remove the debris upon completion of the move.

               

              Special
      arrangements for shipping antiques or other items of extreme value must be
      approved in advance; and supporting documentation, such as insurance
      appraisals, are required for verification.  The Company does not
      cover the costs of appraisals.

               

              Special
      crating expenses must have prior approval.

            
	 
      	 
      
	
              Excluded
      Items, Services and Costs

            	
              Movement
      of the following items are not
      covered by the Company:

               

              q Aerosol
      products or flammable materials

               

              q Any
      items requiring excessive or special van accommodations

               

              q Boats
      (14 feet in length or longer)

               

              q Farm
      equipment

               

              q Firewood,
      logs, patio blocks or other construction materials

               

              q Frozen
      foods or other perishables

               

              q Jewelry

               

              q Liquors
      or carbonated beverages

               

              q Money

               

              q Personal
      papers, records, tickets, securities or legal documents

               

              q Pets

               

              q Plants

               

              q Stamps,
      coins or other valuable collections

               

              q Trailers

               

              q Yard
      items that are large and require additional labor for dismantling and
      re-assembly (i.e. swimming pools, spas, storage sheds, 

              satellite
      antennas, swing sets, etc.)

               

              In
      addition to the above list, the following are services or costs that are
      not covered by the Company:

               

              q Draining
      of waterbeds

               

              q Exclusive
      use of the van or expedited service

               

              q Housecleaning,
      maid service or janitorial services at either your new or old
      location

               

              q Overtime
      charges for weekend or holiday moves

               

              q Removal
      or installation of draperies or related items

               

               

            


       

       

      
        
          
            
               


            

            
              15

              
                

              

            

            
               


              
                
                  MOVEMENT
OF HOUSEHOLD GOODS

                

                


              

            

          

        

         

      

      	 
      	 
      
	
               

               

               

               

               

               

               

               

               

               

              Valuation

            	      
              q Removal
      or installation of wall-to-wall carpeting

               

              q Restocking
      of freezer

               

              q Secondary
      businesses

               

              q Tips
      to the moving crew

               

               

               

              Replacement value protection is provided through the
      selected moving company.  Any item(s) lost or damaged while in
      the carrier’s custody, will be either repaired or replaced with a similar
      kind or the carrier will pay the replacement value of such item(s). The
      maximum liability for loss or damage is $75,000.  If this amount
      of coverage is not adequate, additional coverage may be purchased. You
      should contact the moving company to purchase this additional
      coverage.

            
	 
      	 
      
	
              Pre-Move
      Survey

            	
              Prior
      to the start of packing, the moving company representative will complete a
      survey, by phone or in person, of those household goods you will be
      moving.  This survey is used to determine what services,
      materials and equipment will be required to complete your
      move.  If, after the survey has been completed, you decide to
      move additional items of significant size or weight, you must notify the
      moving company representative so that the proper materials are available
      and proper space is allowed on the moving van.

            
	 
      	 
      
	
              Inventory
      List

            	
              Read
      the inventory list prepared by the movers very carefully before you sign
      the document. You will want to be sure it is accurate and includes all
      goods intended for shipment. When your goods arrive, you or a responsible
      family member must be present to check off every item brought into your
      home.

            
	 
      	 
      
	
              Damaged
      Goods

            	
              If
      you discover any damage to your goods, set the damaged goods and container
      aside and immediately notify your Moving Counselor for directions on how
      to file a claim.  The moving company will provide you with the
      proper claim forms and procedures.   Cost consideration is
      not given for sentimental value you may have for your
    item(s).

            
	 
      	 
      
	
              Storage
      In-Transit

            	
              If
      you must vacate your previous residence before you have procured permanent
      housing at the new location, the Company will pay for storage costs of
      household goods for up to 60 days.  Storage costs are based on a
      daily basis. Your mover will designate an agent to arrange storage of your
      goods.  Make sure you obtain the name, address, and telephone
      number of the warehouse where your goods will be storage.

               

              The
      costs of damage to your goods due to acts of nature (hurricanes, tornados,
      etc.) are not covered.

            
	 
      	 
      


    

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


          
            
              MOVEMENT
OF HOUSEHOLD GOODS

            

            


          

        

      

    

    


    
      	 
      	 
      
	
              Automobile(s)

            	
              If
      the distance to the new location is greater than 600 miles, the Company
      will ship one automobile.  The automobile must be in working
      order and their value must exceed the cost of shipping.  See
      “Final Trip to the New Location” for mileage coverage should you drive an
      automobile to the new location.

               

            


    

    


    
      
        
          
             


          

          
            17

            
              

            

          

          
             


            
              
                FINAL
MOVE

              

              


            

          

        

      



     

    
      	
              Benefit
      Description

            	
              The
      Company will reimburse actual and reasonable en route expenses from the
      departure location to the destination location incurred by you and your
      family.  All travel should be booked through the Company/s
      designated travel agency and in accordance with the Company’s travel
      policy.  Your trip must be made by the most direct route-no
      vacation, extended trips or personal aide trip or leisure will be
      covered.

            
	 
      	 
      
	
              Reimbursable
      Expenses

            	
              Reimbursable
      expenses include:

               

              q Airfare
      or Mileage (for up to two automobiles if one has not been
      shipped)

               

              q Lodging

               

              q Meals

               

              Your
      trip must be made by the most direct route-no vacation, extended trips,
      personal aide trips, or leisure travel will be
  covered.

            


    

    


     

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


          
            
              MISCELLANEOUS
EXPENSE ALLOWANCE

            

            


          

        

      

    

    


    
      	
              Benefit
      Description

            	
              The
      relocation process may in many instances, create expenses for you not
      specifically covered by some other provision of this relocation policy. To
      compensate for these expenses, you will receive A Miscellaneous Expense
      Allowance in the amount of $5,000.  The allowance will be
      provided through Company Payroll HRIS system at the onset of your
      relocation.  This allowance is taxable and subject to applicable
      withholding taxes.

              Items
      which might be paid with this allowance include, but are not limited
      to:

               

              q Auto
      registration(s)

               

              q Final
      Move Expenses – not covered by the benefit

               

              q Club
      membership or dues payments

               

              q House
      cleaning services

               

              q Installation
      of appliances, carpeting, window treatments, etc.

               

              q Laundry/dry
      cleaning

               

              q Specialty
      electronic services for televisions, computers, etc.

               

              q Phone,
      utility or cable deposits and installation fees

               

              q Professional
      tax services

               

              You
      are not required to submit receipts for expenses incurred under the
      Miscellaneous Allowance.

            


    

     

    
    

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


          
            
              SPOUSAL/PARTNER
CAREER COUNSELING

            

            


          

        

      

    

    


    
      	
              Benefit
      Description

            	
              If
      your spouse/partner was employed as a full time professional as of your
      effective date of transfer, the Company will provide employment assistance
      benefits through a coordinated resource.

              The
      assistance may consist of one or more of the following:

               

              § Professional
      career search consultation

               

              § Development
      of realistic career or job goals

               

              § Establishment
      of a customized action plan

               

              § Development
      of resume and target company lists

               

              § Active
      marketing of spouse/partner resume to potential employers

               

              § Access
      to current electronic job banks and other databases

               

              § Training
      in job search skills, including interviews and salary negotiation
      skills

               

              § Assistance
      with international issues, if applicable, including assessing legal limits
      to employment opportunity, and possible 

              alternatives

               

              The
      Company will not pay expenses involved in moving a spouse/partner’s
      business from one location to another.

               

              Must
      use benefit within 60 days of move in to new residence, 120-day maximum
      benefit.

            
	 
      	 
      
	
              Tax
      Impact

            	
              This
      payment is reported as additional compensation, subject to payroll
      deductions, including federal, state, and local income taxes and
      FICA.  Such payments are
grossed-up.

            


    

    


     

    
    

    


    
      
        
           


        

        
          20

          
            

          

        

        
           


          
            
              TAX
LIABILITY ASSISTANCE

            

            


          

        

      

    

    


    
      	
              Benefit
      Description

            	
              Most
      reimbursements made to or on your behalf that are directly related to
      relocation are considered taxable income. The Internal Revenue Service has
      taken the position that all reimbursements made by the Company are
      considered “compensation for services” except for shipment of household
      goods and 30 days of storage. You must report all relocation
      reimbursements on your federal income tax return.

            	 
      
	 
      	 
      	 
      
	
              Internal
      Revenue Service Regulations

            	
              The
      Revenue Reconciliation Act of 1993 resulted in a number of changes in how
      moving expenses are to be treated and which of those expenses will
      continue to be tax deductible. To begin with, the following criteria must
      be met:

               

              q The
      commute from your old residence to the new work place must be at least
      fifty miles farther than the commute from your old 

              residence
      to the old place of work by the shortest, most commonly traveled
      route.

               

              q You
      must be employed full time for thirty-nine weeks. The thirty-nine weeks
      must occur during a 12-month period that begins 

              when
      you arrive at the new location. This requirement is waived in case of
      death, disability, involuntary termination or retransfer at 

              the
      Company’s request.

               

              q Except
      for some circumstances that involve your ability to move your family to
      the new location, the law calls for expenses to 

              be
      incurred within one year of arrival in the general area of the new job
      location.

               

              q Any
      expense that you incur must be “reasonable” in nature to be deductible.
      Expenses that are excessive will not be deductible.

               

              q The
      move itself must be related to either continuing work at a new job
      location or starting a new job at a new location.

            	 
      
	 
      	 
      	 
      
	
              Definition
      of Moving Expenses

            	
              After
      the above criteria have been met, the law recognizes the following as
      “moving expenses:”

               

              q Costs
      related to the movement of household goods and personal effects from the
      former residence to the new residence.

               

              q The
      cost of transportation and lodging for you and your family during the
      final move from the former residence to the new 

              residence.

               

              Payment
      of these “moving expenses,” either directly or through reimbursement from
      the Company will be excluded from your reported income.

              Other
      moving expenses that are either reimbursed or paid directly by the Company
      will be reported as taxable income. These expenses may include such items
      as:

               

              q Reimbursement
      for meals, lodging, transportation and other expenses that occur while
      house hunting, traveling, or residing in 

              temporary
      housing.

               

              q Reimbursement
      or direct payment by the Company for expenses relating to the purchase of
      a new residence.

               

              q Reimbursement
      for expenses relating to the sale of the old residence when you do not
      accept or were not eligible for the Home 

              Sale
      Assistance program.

            	 
      


       

      
        
          
            
               


            

            
              21

              
                

              

            

            
               


              
                
                  TAX
LIABILITY ASSISTANCE

                

                


              

            

          

        

      

       

      	 
      	 
      	 
      
	
              Tax
      Gross-up

            	
              Unless
      otherwise indicated in this policy, the Company will pay portions of your
      estimated federal, state, and local
      tax liability (gross-up) that arise from the taxable but generally not
      deductible portion of Company-reimbursed expenses associated with a
      Company-requested relocation.

               

              The
      determination of whether an item is or is not deductible by you on your
      individual income tax return is a personal decision you must
      make.  The way items are treated by the Company for purposes of
      income tax withholding does not constitute tax advice.

            	 
      
	 
      	 
      	 
      
	
              Gross-up
      Table

            	
              Below
      is a chart indicating which expenses are excludable from your W2 income
      and if the expense is tax assisted (grossed-up) by the
      Company.

            	
               

               

            
	 
      	
              Policy
      Component

            	
              Excludable

            	
              Tax
      Assisted

            	 
      
	 
      	
              Home
      Finding

            	
              No

            	
              Yes

            	 
      
	 
      	
              New
      Home Purchase Assistance  (except loan origination
      fee)

            	
              No

            	
              Yes

            	 
      
	 
      	
              Rental
      Assistance

            	
              No

            	
              Yes

            	 
      
	 
      	
              Temporary
      Living Assistance

            	
              No

            	
              Yes

            	 
      
	 
      	
              Home
      Sale Assistance – Guaranteed Buy-Out

            	
              N/A

            	
              N/A

            	 
      
	 
      	
              Movement
      of Household Goods:

              - Van
      line services

              - Valuation

              - Storage
      of household goods to 30 days

              - Storage
      of household goods after 30 days

              - Automobile

            	
               

              Yes

              Yes

              Yes

              No

              Yes

            	
               

              N/A

              N/A

              N/A

              Yes

              N/A

            	 
      
	 
      	
              Final
      Move (except meals and reimbursed mileage over .20)

            	
              No

            	
              Yes

            	 
      
	 
      	
              Miscellaneous
      Expense Allowance

            	
              No

            	
              No

            	 
      
	 
      	
              Spousal/Partner
      Career Counseling

            	
              No

            	
              Yes

            	 
      
	 
      	
               

              N/A
      = Not applicable

            


    

    


    


    
      
        
           


        

        
          22