Exhibit 10.1


                             COMPENSATION AGREEMENT


                                 BY AND BETWEEN


                                 THE TRANSFERORS


                                       AND


                             CLIFTON R. JESSUP, JR.
<PAGE>
                             COMPENSATION AGREEMENT

     This COMPENSATION  AGREEMENT  ("Agreement") is made and entered into by and
among  the  Debtors  and  the  Non-Debtor  Affiliates  who  are  parties  to the
Liquidating Trust Agreement, as transferors (the "Transferors"),  and Clifton R.
Jessup, Jr. (the "Liquidating  Trustee"),  as of the "Effective Date" as defined
in the Joint  Liquidating Plan of Reorganization of the Debtors under Chapter 11
of the  Bankruptcy  Code  filed by  Baptist  Foundation  of  Arizona  et al.  on
September 25, 2000 with the United States  Bankruptcy  Court for the District of
Arizona (such date, the "Effective Date").

                                    RECITALS

     A. On November 9, 1999,  Baptist  Foundation  of Arizona and certain of its
subsidiaries and affiliates (the "Debtors") filed voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Code (the  "Bankruptcy  Code")
in the  United  States  Bankruptcy  Court  for  the  District  of  Arizona  (the
"Bankruptcy  Court").  The Chapter 11 cases are being jointly administered under
Case No. 99-13275-PHX-GBN (the "Chapter 11 Cases").

     B. On September 25, 2000, the Debtors and the standing committees filed the
Plan with the Bankruptcy  Court. The Plan provides for the creation of the Trust
which will (i) receive from the Debtors and  Non-Debtor  Affiliates all of their
respective Assets transferred  pursuant to the Plan, (ii) hold the Assets of the
Debtors and Non-Debtor Affiliates (except as may otherwise be provided under the
Plan) in trust for the benefit of all Beneficiaries and (iii) oversee and direct
the liquidation of the Trust Assets held by it and by the Platform  Subsidiaries
for the benefit of the Beneficiaries  pursuant to the terms of the Plan and that
certain Liquidating Trust Agreement,  dated as of the Effective Date (the "Trust
Agreement") by and among the Debtors, the Non-Debtor Affiliates,  the members of
the  Liquidating  Trust  Board and the  Liquidating  Trustee.  Unless  otherwise
expressly defined herein, all capitalized terms shall have the meanings ascribed
thereto in the Trust Agreement.

     C. The  primary  purpose  of the Trust is to (i)  oversee  and  direct  the
liquidation the Trust Assets for the benefit of the  Beneficiaries in accordance
with Treasury Regulation Section  301.7701-4(d) and (ii) distribute any proceeds
of the Trust Assets received by the Trust to the Beneficiaries.

     D. The  Bankruptcy  Court has approved the  retention of Clifton R. Jessup,
Jr. as the trustee for the Trust, and this Agreement sets forth the compensation
payable to Clifton R.  Jessup,  Jr. in his capacity as trustee for the Trust and
memorializes  Clifton R. Jessup  Jr.'s  acceptance  to serve as the  Liquidating
Trustee.
<PAGE>
                                    ARTICLE I
                                 DUTIES AND TERM

     1.1 DUTIES. The Liquidating  Trustee will be subject in all respects to the
provisions of the Liquidating Trust Agreement,  dated as of the date hereof (the
"Trust Agreement") by and among the Transferors, the Liquidating Trustee and the
members of the Liquidating  Trust Board.  The Liquidating  Trustee will have the
duties set forth in the Trust Agreement. Generally, the Liquidating Trustee will
be  responsible  for the  liquidation  of the Trust  Assets in a  cost-effective
manner in a reasonable  time,  with due regard for the risk that undue haste may
minimize the liquidation proceeds of a particular Trust Asset.

     1.2 TERM. Subject to the provisions of Section 4.01 of the Trust Agreement,
the authority of the  Liquidating  Trustee will be effective as of the Effective
Date and will  remain and  continue  in full  force and effect  until all of the
Assets are liquidated in accordance  with the Plan, the Net  Distributable  Cash
has been  completely  distributed in accordance with the provisions of the Plan,
all tax  returns  and any other  filings  or  reports  have been  filed with the
appropriate state or federal regulatory  authorities,  and the Order closing the
Chapter  11 Cases is a Final  Order.  The  Liquidating  Trustee  shall  serve as
trustee of the Trust  until  removed  (by  death,  resignation,  termination  or
otherwise) pursuant to the Trust Agreement.

                                   ARTICLE II
                                  COMPENSATION

     For all services rendered by Liquidating Trustee under this Agreement,  the
Trust shall compensate Liquidating Trustee as follows:

     2.1 COMPENSATION.  The Liquidating Trustee will be compensated at a minimum
hourly rate of Two Hundred  Ninety Five Dollars  ($295) per hour,  which will be
subject to periodic  upward  adjustment by the Board (the  "Compensation").  The
Liquidating  Trustee  will not be  compensated  for his travel  time to and from
Phoenix unless he is actually working on matters  pertaining to the Trust during
that travel  time.  The  Liquidating  Trustee  shall be paid by the Trust within
fifteen  (15) days of  providing  an  invoice  to the  Liquidating  Trust  Board
detailing  the number of hours for which the  Liquidating  Trustee has  provided
services for the Trust, if the  Liquidating  Trust Board has not objected to the
payment of such invoice  within 10 calendar  days after the  submission  of such
invoice by the Liquidating  Trustee.  If the Liquidating  Trust Board objects to
the  payment  of any  such  invoice,  the  portion  of  the  invoice  which  the
Liquidating  Trust  Board does not object to shall be paid within  fifteen  (15)
days of the date on which the Liquidating Trustee submitted such invoice.

     2.2 PERFORMANCE BONUS. The Liquidating Trustee shall be entitled to a bonus
(the "Bonus") based on the net recovery paid to the Creditors as follows: (i) if
Net Recoveries are between Zero Dollars ($0) and One Hundred Twenty Five Million
Dollars  ($125,000,000),  there  will be no bonus,  (ii) if Net  Recoveries  are
between One Hundred Twenty Five Million Dollars  ($125,000,000)  and Two Hundred
Fifty  Million  Dollars  ($250,000,000),  the bonus  will be one  quarter of one
percent  (.25%) of Net  Recoveries,  (iii) if Net  Recoveries  are  between  Two

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Hundred Fifty Million  Dollars  ($250,000,000)  and Five Hundred Million Dollars
($500,000,000),  the  bonus  will be one half of one  percent  (.50%) of the Net
Recoveries,   (iv)  if  Net   Recoveries  are  Five  Hundred   Million   Dollars
($500,000,000) or greater, the bonus will be three fourths of one percent (.75%)
of the Net Recoveries. "Net Recoveries" means the aggregate of all distributions
by the Trust to the Holders of Claims in Class 3A, Class 3B and Class 5 from the
liquidation of Assets and the  prosecution  and/or  settlement of the Litigation
Claims.  The aggregate  amount of  Compensation  and Travel Expenses paid to the
Liquidating  Trustee  will be  deducted  from the Bonus  (such net  amount,  the
"Performance Bonus").

     2.3  EXPENSES.  All  reasonable  out of  pocket  expenses  incurred  by the
Liquidating Trustee for airfare between Dallas, Texas and Phoenix,  Arizona (the
"Travel  Expenses"),  will be  reimbursable  as an  expense  of the  Trust.  All
reasonable  out of pocket  expenses  incurred  by the  Liquidating  Trustee  and
relating to the Liquidating  Trustee's  performance of his duties  hereunder and
under the Trust Agreement and which are not Travel  Expenses (the  "Reimbursable
Expenses"), will be reimbursable as an expense of the Trust.

     2.4 INSURANCE.  The Trust shall provide coverage to the Liquidating Trustee
under a liability insurance policy, in form and substance  substantially similar
to a directors' and officers' liability insurance policy, which shall insure the
Liquidating  Trustee  against  any  liability  for any action or omission of the
Liquidating  Trustee  in the  performance  of his duties  hereunder,  except any
action or omission which is the result of willful  misconduct on the part of the
Liquidating Trustee.

                                   ARTICLE III
                          COMPENSATION UPON TERMINATION

     3.1  RESIGNATION,  REMOVAL FOR CAUSE,  DEATH. If the Liquidating  Trustee's
duties hereunder and under the Trust Agreement are terminated in accordance with
the Trust Agreement due to resignation,  removal for Cause or death, in addition
to any other  rights or benefits  specifically  provided  for herein,  the Trust
shall be  obligated  to provide  compensation  to the  Liquidating  Trustee,  as
follows:

          (a) ACCRUED COMPENSATION.  The Trust shall pay the Liquidating Trustee
(or his estate or beneficiaries) any Compensation which has accrued but not been
paid as of the termination date (the "ACCRUED COMPENSATION").

          (b) ACCRUED  PERFORMANCE  BONUS.  The Trust shall pay the  Liquidating
Trustee (or his estate or beneficiaries) any Performance Bonus which has accrued
but not been paid as of the termination date (the "ACCRUED  PERFORMANCE BONUS"),
which Accrued  Performance  Bonus shall be calculated  after taking into account
any  Accrued  Compensation  to be paid to the  Liquidating  Trustee  pursuant to
Section  3.1(a) and any Travel  Expenses to be paid to the  Liquidating  Trustee
pursuant to Section 3.1(c).

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          (c)  ACCRUED  EXPENSES.  The Trust  shall  reimburse  the  Liquidating
Trustee (or his estate or  beneficiaries)  for Travel Expenses and  Reimbursable
Expenses incurred by him prior to the date of termination.

     3.2 REMOVAL.  If the Liquidating  Trustee's  duties hereunder and under the
Trust  Agreement are terminated in accordance  with the Trust Agreement due to a
decision by the Liquidating  Trust Board to remove the  Liquidating  Trustee for
any reason  other than for Cause,  in addition  to any other  rights or benefits
specifically  provided  for  herein,  the Trust  shall be  obligated  to provide
compensation to the Liquidating Trustee, as follows:

          (a) ACCRUED COMPENSATION.  The Trust shall pay the Liquidating Trustee
(or his estate or beneficiaries) any Accrued Compensation.

          (b) ACCRUED  PERFORMANCE  BONUS.  The Trust shall pay the  Liquidating
Trustee (or his estate or beneficiaries)  any Accrued  Performance  Bonus, which
Accrued  Performance  Bonus shall be  calculated  after  taking into account any
Accrued  Compensation to be paid to the Liquidating  Trustee pursuant to Section
3.2(a) and any Travel Expenses to be paid to the Liquidating Trustee pursuant to
Section 3.2(c).

          (c)  ACCRUED  REIMBURSABLE  EXPENSES.  The Trust shall  reimburse  the
Liquidating  Trustee  (or his  estate  or  beneficiaries)  for  Travel  Expenses
incurred by him prior to the date of termination (the "ACCRUED TRAVEL Expenses")
and for Reimbursable  Expenses  incurred by him prior to the date of termination
(the "ACCRUED REIMBURSABLE EXPENSES").

          (d) SEVERANCE PAYMENT.

               (i) NET RECOVERIES LESS THAN  $125,000,000.  If Net Recoveries as
of the date of termination are less than $125,000,000,  then the Trust shall (a)
pay the  Liquidating  Trustee  $250,000 and (b) pay the  Liquidating  Trustee an
amount  equal  to (1)  the  Performance  Bonus,  if  any,  calculated  as of the
Distribution Date immediately  subsequent to the Liquidating  Trustee's removal,
minus (2) the sum of the Accrued  Compensation  and the Accrued Travel  Expenses
paid to the Liquidating Trustee.

               (ii) NET RECOVERIES OF  $125,000,000 UP TO  $250,000,000.  If Net
Recoveries  as  of  the  date  of  termination  are  equal  to or  greater  than
$125,000,000  but less  than  $250,000,000,  then the  Trust  shall  (a) pay the
Liquidating Trustee $150,000 and (b) pay the Liquidating Trustee an amount equal
to (1) the Performance Bonus, calculated as of the Distribution Date immediately
subsequent  to the  Liquidating  Trustee's  removal,  minus  (2)  the sum of the
Accrued  Compensation,  the Accrued  Performance  Bonus and the  Accrued  Travel
Expenses paid to the Liquidating Trustee.

               (iii) NET RECOVERIES OF $250,000,000 UP TO  $500,000,000.  If Net
Recoveries  as  of  the  date  of  termination  are  equal  to or  greater  than
$250,000,000  but less  than  $500,000,000,  then the  Trust  shall  (a) pay the
Liquidating  Trustee $75,000 and (b) pay the Liquidating Trustee an amount equal
to (1) the Performance Bonus, calculated as of the Distribution Date immediately
subsequent  to the  Liquidating  Trustee's  removal,  minus  (2)  the sum of the
Accrued  Compensation,  the Accrued  Performance  Bonus and the  Accrued  Travel
Expenses paid to the Liquidating Trustee.

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               (iv) NET RECOVERIES OF $500,000,000 OR MORE. If Net Recoveries as
of the date of termination are equal to or greater than  $500,000,000,  then the
Trust shall only pay the Liquidating Trustee the amounts set forth in paragraphs
(a), (b) and (c) of this Section 3.2.

                                   ARTICLE IV
                              RESTRICTIVE COVENANTS

     4.1 CONFIDENTIALITY.

          (a) Upon termination of this Agreement for any reason, the Liquidating
Trustee covenants and agrees to hold in strictest  confidence,  and not disclose
to any person without the express written  consent of the Trust,  any and all of
the Trust's Proprietary  Information,  except as such disclosure may be required
by law. This covenant and agreement shall survive this Agreement and continue to
be binding upon the  Liquidating  Trustee after the expiration or termination of
this  Agreement,  whether  by  passage  of  time or  otherwise,  so long as such
information and data shall remain Proprietary Information.

          (b) Upon termination of this Agreement for any reason, the Liquidating
Trustee shall immediately turn over to the Trust any "Proprietary  Information,"
as defined in  subparagraph  (c) below.  The  Liquidating  Trustee shall have no
right to retain any copies of any material qualifying as Proprietary Information
for any reason  whatsoever after termination of his duties hereunder without the
express written consent of the Trust.

          (c) For purposes of this Agreement,  "PROPRIETARY  INFORMATION"  means
and includes the  following:  the identity of the parties which have  transacted
business with the Trust or its affiliates;  any written, typed or printed lists,
or other materials  identifying the parties which have transacted  business with
the Trust or its  affiliates;  any financial or other  information  supplied the
parties which have conducted business with the Trust or its affiliates;  any and
all data or information involving the Trust, its affiliates,  programs, methods,
or  contacts  employed  by the Trust or its  affiliates;  any lists,  documents,
manuals,  records, forms, or other material used by the Trust or its affiliates;
and any other secret or confidential  information  concerning the Trust's or its
affiliates' affairs. The terms "list," "document" or other equivalents,  as used
in this paragraph, are not limited to a physical writing or compilation but also
include any and all information  whatsoever  regarding the subject matter of the
"list" or  "document,"  whether  or not such  compilation  has been  reduced  to
writing.  "Proprietary Information" shall not include any information which: (i)
is or becomes  publicly  available  through no act or failure of the Liquidating
Trustee;  (ii) was or is rightfully  learned by the  Liquidating  Trustee from a
source  other than the Trust  before  being  received  from the Trust;  or (iii)
becomes independently  available to the Liquidating Trustee as a matter of right
from a third  party.  If only a portion  of the  Proprietary  Information  is or
becomes  publicly  available,  then only that portion  shall not be  Proprietary
Information hereunder.

     4.2 REMEDIES.  The Liquidating Trustee  acknowledges that the remedy at law
for any breach or  threatened  breach of  Section  4.1 will be  inadequate  and,
accordingly,  that the Trust shall, in addition to all other available  remedies
(including  without  limitation,  seeking  such  damages  as it can  show it has

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sustained  by  reason of such  breach),  be  entitled  to  injunctive  relief or
specific performance.

                                    ARTICLE V
                                  MISCELLANEOUS

     5.1  DEFINITIONS.  Any  capitalized  terms used herein,  but not  otherwise
defined  herein  shall have the meanings  set forth in the Trust  Agreement.  In
addition, the following terms shall have the following meanings:

          (a) "ACCRUED COMPENSATION" - as defined in Section 3.1(a).

          (b) "ACCRUED PERFORMANCE BONUS" - as defined in Section 3.1(b).

          (c) "ACCRUED REIMBURSABLE EXPENSES" - as defined in Section 3.2(c).

          (d) "ACCRUED TRAVEL EXPENSES" - as defined in Section 3.2(c).

          (e) "BONUS" - as defined in Section 2.2.

          (f)  "CAUSE"  shall  have the  meaning  assigned  thereto in the Trust
Agreement.

          (g) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          (h) "COMPENSATION" - as defined in Section 2.1.

          (i) "PERFORMANCE BONUS" - as defined in Section 2.2.

          (j) "PROPRIETY INFORMATION" - as defined in Section 4.1.

          (k) "REIMBURSABLE EXPENSES" - as defined in Section 2.3.

          (l) "TRAVEL EXPENSES" - as defined in Section 2.3.

     5.2  INCORPORATION  OF TRUST  AGREEMENT.  The  Trust  Agreement  is  hereby
incorporated  into this  Agreement  and made a part  hereof  by this  reference;
PROVIDED,  HOWEVER,  that in the event of any conflict  between the terms of the
Trust  Agreement  and this  Agreement,  the  terms of the Trust  Agreement  will
control and govern.

     5.3 NO RECOURSE. Except as provided in the Plan and the Trust Agreement, no
recourse  shall ever be had,  directly or  indirectly,  against the  Liquidating
Trustee,  by legal or  equitable  proceedings,  or by virtue of any  statute  or
otherwise, nor upon any promise, contract, instrument, undertaking,  obligation,
covenant or agreement  whatsoever  executed by the Liquidating Trustee under the
Plan, the Trust  Agreement,  or by reason of the creation of any indebtedness by
the  Liquidating  Trustee under the Plan or the Trust  Agreement for any purpose
authorized by the Plan or the Trust Agreement, it being expressly understood and
agreed that all such liabilities,  covenants and agreements shall be enforceable
only against and be satisfied  only out of the Trust Assets or such part thereof

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as shall under the terms of any such  agreement  be liable  therefor or shall be
evidence only of a right of payment out of the Trust Assets.

     5.4  INDEMNIFICATION.  From and after the  Effective  Date,  the Trust will
indemnify  and hold  harmless the  Liquidating  Trustee from against any and all
liabilities (fixed or contingent),  obligations, losses, claims, actions, suits,
costs,  damages,  expenses  (including legal fees and expenses),  disbursements,
amounts paid in settlement,  judgments,  fines of any kind and nature whatsoever
(each, an "Indemnity  Claim") which may at any time be made,  assessed,  imposed
on,  asserted  against  or  otherwise  incurred  by the  Liquidating  Trustee in
connection  with,  relating  to,  or  arising  out  of,  this  Agreement  or the
Liquidating  Trustee's  actions or omissions  while  performing his duties under
this  Agreement,   EXCEPT  FOR  the  Liquidating  Trustee's  acts  or  omissions
constituting  willful misconduct,  as finally determined by a court of competent
jurisdiction.  In each instance  where there is an Indemnity  Claim or potential
Indemnity Claim for which the Liquidating  Trustee is or may be entitled to seek
indemnification,  the  Liquidating  Trustee  must notify the Trust in writing of
such  Indemnity  Claim and shall  furnish  to the Trust  copies of all  notices,
service of process,  pleadings and other pertinent written  communications  from
the party asserting such Indemnity  Claim.  The Trust will promptly  advance any
legal fees and expenses  incurred by the  Liquidating  Trustee and reimburse any
Indemnity Claim. If the Liquidating  Trustee's actions or omissions are found to
constitute  willful  misconduct,  as finally  determined by a court of competent
jurisdiction,  any funds transferred by the Trust to the Liquidating  Trustee in
connection with the related  Indemnity Claim shall be promptly  reimbursed.  The
Liquidating  Trustee  may in his sole  discretion  retain  his  choice  of legal
counsel in connection with any Indemnity Claim.

     5.5 LIMITED LIABILITY.  The Liquidating Trustee shall not be liable for any
act he may do or omit to do while  acting in good faith and in the  exercise  of
its reasonable  judgment,  and the fact that such act or omission was advised by
an  authorized  attorney  for the  Liquidating  Trustee or the  Trust,  shall be
evidence of such good faith and reasonable  judgment;  nor shall the Liquidating
Trustee be liable in any event, except to the extent determined to be the result
of his own  gross  negligence  or  willful  fraud  or  willful  misconduct.  The
Liquidating  Trustee  shall  not  be  personally  liable  with  respect  to  any
liabilities  or  obligations  of the  Trust or any  liabilities  or  obligations
relating to the Trust Assets, including, without limitation, those arising under
the Trust Agreement or with respect to the Trust or the Trust Assets.

     5.6 SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding upon any
successor to the Trust and shall inure to the benefit of and be  enforceable  by
the  Liquidating  Trustee's  personal or legal  representatives,  beneficiaries,
designees,  executors,   administrators,   heirs,  distributees,   devisees  and
legatees.

     5.7 MODIFICATION;  NO WAIVER. This Agreement may not be modified or amended
except by an instrument in writing  signed by the  Liquidating  Trust Board,  on
behalf of the Trust, and the Liquidating  Trustee.  No term or condition of this
Agreement  shall be deemed to have been waived,  nor shall there be any estoppel
against the  enforcement of any provision of this  Agreement,  except by written
instrument  by the party  charged with such waiver or estoppel.  No such written
waiver shall be deemed a continuing waiver unless  specifically  stated therein,
and each such waiver shall  operate  only as to the  specific  term or condition
waived  and shall not  constitute  a waiver  of such term or  condition  for the
future or as to any other term or condition.

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     5.8  SEVERABILITY.  The  covenants  and  agreements  contained  herein  are
separate and severable and the invalidity or unenforceability of any one or more
of such covenants or agreements,  if not material to the arrangement that is the
basis for this Agreement, shall not affect the validity or enforceability of any
other covenant or agreement contained herein. If, in any judicial proceedings, a
court  shall  refuse  to  enforce  one or more of the  covenants  or  agreements
contained  herein because the duration thereof is too long, or the scope thereof
is too broad,  it is  expressly  agreed  between  the  parties  hereto that such
duration or scope shall be deemed reduced to the extent  necessary to permit the
enforcement of such covenants or agreements.

     5.9  NOTICES.  All notices and other  communications  required or permitted
hereunder  shall be in  writing  and shall be  delivered  personally  or sent by
registered or certified mail, return receipt requested, to the parties hereto at
the following addresses:

                       If to the Transferors, to them at:

                       c/o BFA Liquidation Trust
                       1313 East Osborn Road, Suite 250
                       Phoenix, AZ 85014
                       Attn: Liquidating Trust Board

                       With a copy to:

                       BFA Liquidation Trust
                       1313 East Osborn Road, Suite 250
                       Phoenix, AZ 85014
                       Attn: Chairman of the Liquidating Trust Board

                       If to the Liquidating Trustee, to him at:

                       Clifton R. Jessup, Jr.
                       c/o Patton Boggs L.L.P.
                       2001 Ross Avenue, Suite 3000
                       Dallas, Texas  75201

     5.10  ASSIGNMENT.  This  Agreement  and any rights  hereunder  shall not be
assignable to either party without the prior written consent of the other party.

     5.11  ENTIRE   UNDERSTANDING.   This  Agreement   constitutes   the  entire
understanding  between  the  parties  hereto and no  agreement,  representation,
warranty or covenant has been made by either party except as expressly set forth
herein.

     5.12  LIQUIDATING  TRUSTEE'S   REPRESENTATIONS.   The  Liquidating  Trustee
represents  and  warrants  that  neither  the  execution  and  delivery  of this
Agreement nor the performance of his duties hereunder violates the provisions of
any other agreement to which he is a party or by which he is bound.

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     5.13  SURVIVORSHIP.  Unless  specifically  stated to the  contrary  in this
Agreement,  the rights and obligations of the Liquidating  Trustee and the Trust
set forth herein shall continue  beyond the term of this  Agreement,  including,
but not by way of  limitation,  the Trust's  obligations  under Sections 5.4 and
5.5, and the Trust's rights under Article IV.

     5.14 GOVERNING LAW. This  Agreement  shall be construed in accordance  with
and governed for all purposes by the laws of the State of Arizona  applicable to
contracts executed and wholly performed within such state.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.

                                        TRANSFERORS


                                        By: The Restructuring Committee of
                                            Baptist Foundation of Arizona,
                                            on behalf of the Transferors


                                        By: /s/ Mark Roberts
                                            ------------------------------------
                                            Name: Mark Roberts
                                                  Member of Committee



                                        LIQUIDATING TRUSTEE

                                        /s/ Clifton R. Jessup, Jr.
                                        ----------------------------------------
                                        Name: Clifton R. Jessup, Jr.

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