(AP SERVICES LLC LOGO)
    
    Chicago  Dallas  Dotroit  New York  San Francisco
  
      Objectives and Tasks




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
    
    Manage the Companys financial and treasury functions.
    
    Work with the senior management of the Company to obtain covenant relief from its bank lenders and other creditors.
    
    Assist the Company in obtaining and compiling information that is needed to present the Company to prospective purchasers or investors and to further support those efforts
assisting with matters such as due diligence and obtaining or preparing supplemental
information that may be needed to obtain maximum value for the Companys
stakeholders.
    
    Assist management, as requested, with the evaluation of various restructuring initiatives and strategic alternatives.
    
    Assist the Company and its management in developing a short-term cash flow forecasting tool and related methodologies.
    
    Analyze cash sources and identify potential additional sources of cash.
    
    Monitor actual receipts and disbursements and reconcile to forecast.
    
    Assist management to improve the Companys net cash position.
    
    Assist the Company in developing an actual to forecast variance reporting mechanism including written explanations of key differences.
    
    Work with the Companys legal, tax and treasury groups and management of the Companys foreign operations in facilitating appropriate cost reallocations and the
repatriation of cash to the U.S.
    
    Assist with providing testimony before the Bankruptcy Court on matters that are within our areas of expertise, as necessary.
    
    Assist in communication, presenting information and/or negotiation with outside
constituents including the banks, their advisors and committees appointed by the Bankruptcy Court and the Bankruptcy Court itself.
    
    Assist with the preparation of the statement of affairs, schedules and other regular reports required by the Bankruptcy Court or which are customarily issued by the Companys Chief Financial Officer.
    
    Assist as requested in tasks such as reconciling, managing and negotiating claims,
determining preferences and collection of same, document management, preservation of electronic data and the like.




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
    
    Assist the Company and its counsel in confirmation of any plan of reorganization filed in these Chapter 11 cases.
    
    Assist with such other matters as may be requested that fall within APS expertise and that are mutually agreeable.
 Staffing
     Timing and Fees




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* * *
     Services,
 /s/ Kenneth A. HiltzKenneth A. HiltzIts Authorized Representative 
 By:

/s/
Ed HarbachIts:

Chief
Executive OfficerDated:




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AP Services, LLC
Employment by BearingPoint, Inc.
 Exhibit A
 Temporary Staff
Individuals with Executive Officer Positions
 Hourly
    
    CommitmentName
    
    Description
    
    Rate
    
    Full1or Part2TimeKenneth A. Hiltz
    
    Chief Financial Officer
    
    $
    790
    
    
    Full Time
 Additional Temporary Staff
 Hourly
    
    CommitmentName
    
    Description
    
    Rate
    
    Full1or Part2TimeDavid Johnston
    
    Engagement & Finance Leader
    
    $
    595
    
    
    Full TimeCharles N. Braley
    
    Cash Forecasting & Management
    
    $
    525
    
    
    Full TimeNishit Shah
    
    Cash Forecasting & Management
    
    $
    365
    
    
    Full TimeRobert Torti
    
    Cash Forecasting & Management
    
    $
    365
    
    
    Full TimeSteve F. Hodkinson
    
    Accounting Leader
    
    $
    650
    
    
    Full TimeJames Nelson
    
    Business Planning
    
    $
    365
    
    
    Full TimeBarry Folse
    
    Case Management Services
    
    $
    685
    
    
    Part TimeBryan K. Porter
    
    Case Management Services
    
    $
    595
    
    
    Full TimeDudley Jordan
    
    Case Management Services
    
    $
    450
    
    
    Full TimeJim Swindell
    
    Case Management Services
    
    $
    395
    
    
    Full TimeBobbie Phillips
    
    Case Management Services
    
    $
    235
    
    
    Part TimeJulia Mysinger
    
    Case Management Services
    
    $
    200
    
    
    Part Time
  
 1
    
    Full time is defined as substantially full time.2
    
    Part time is defined as approximately 2-3 days per week, with some weeks more or less
depending on the needs and issues facing the Company at that time.




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CommitmentName
    
    Description
    
    Hourly Rate
    
    Full1or Part2TimeBruce Myers
    
    IT Assessment Services
    
    $
    790
    
    
    Part TimeMargaret Adams
    
    IT Assessment Services
    
    $
    595
    
    
    Part TimeMichael Wagoner
    
    IT Assessment Services
    
    $
    450
    
    
    Part TimeJuan Menendez
    
    Case Management Services
    
    $
    295
    
    
    Part TimeMichelle Campbell
    
    Communications
    
    $
    595
    
    
    Part TimeJohn Franks
    
    Communications
    
    $
    510
    
    
    Part TimeAlexandra Griffin
    
    Communications
    
    $
    235
    
    
    Full TimeTassie Powers
    
    Paralegal
    
    $
    160
    
    
    Full Time
  
 1
    
    Full time is defined as substantially full time.2
    
    Part time is defined as approximately 2-3 days per week, with some weeks more or less
depending on the needs and issues facing the Company at that time.




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Schedule1
 Fees and Expenses
 1.
    
    Fees: APS fees will be based on the hours worked by APS personnel at APS hourly rates,
which are:
 MD
    
    $
    685-995Director
    
    $
    510-685Vice President
    
    $
    350-500Associate
    
    $
    260-365Analyst
    
    $
    235-260Paraprofessional
    
    $
    180-210
 APS reviews and revises its billing rates on January 1 of each year.2.
    
    Success Fee: In addition to hourly fees, APS may be compensated for its efforts by the
payment of the Success Fee (as defined below). The Company understands and acknowledges that
the Success Fee is an integral part of APS compensation for the engagement.The Company agrees that it will pay to APS a success fee of $4,500,000 (the Success Fee)
promptly upon consummation of a transaction (Transaction).For the purposes of this Agreement, a Transaction shall be deemed to have been consummated
upon the earliest of any of the following events to occur: (1) as between the Company and any
other persons, (A) the acquisition by either such party of a majority of the outstanding
common stock of, or voting power in, the other party calculated on a fully-diluted basis; (B)
a merger or consolidation of such parties in which a party acquires a majority of the
outstanding common stock of, or voting power in, the other party calculated on a
fully-diluted basis; (C) the acquisition by either such party of assets of the other party
representing all or substantially all of such other partys assets, or (D) either such party
obtaining the ability to elect a majority of the directors of the other party standing for
election, whether or not such election is possible (by reason of classification of
directors), at the next annual meeting of such other partys shareholders, whether or not
such election occurs; (2) the consummation of any material recapitalization or debt
restructuring of the Company, including but not limited to a tender offer or exchange for, or
a material amendment to the terms of, two or more of the following: (i) the Companys various
debt securities, (ii) the Companys term debt facility, and (iii) the Companys synthetic
letter of credit facility; or (3) upon confirmation of a Chapter 11 Plan of Reorganization
accomplishing any of the foregoing.




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3.
    
    Expenses: In addition to the fees set forth herein, the Company shall pay directly,
or reimburse APS upon receipt of periodic billings, for all reasonable out-of-pocket
expenses incurred in connection with this assignment, such as travel, lodging,
postage and telephone and facsimile charges.4.
    
    Break Fee: APS does not seek a Break Fee in connection with this engagement.5.
    
    Retainer: APS acknowledges receipt of the Retainer in the amount of $1,000,000 by
transfer from AlixPartners, LLP. The Retainer will be applied against Fees and
Expenses as set forth in this Schedule and in accordance with Section 2 of the attached
General Terms and Conditions. No additional Retainer is required.




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AP Services, LLCGeneral Terms and Conditions
  Section 1. Company Responsibilities
  1.
    
    Provide reliable and accurate detailed information, materials, documentation and2.
    
    Make decisions and take future actions, as the Company determines in its sole discretion, on any
recommendations made by APS in connection with this Agreement.
  Section 2. Retainer, Billing and Payments
   Receiving Bank:
    
    Comerica Bank
ABA #072000096Receiving Account:
    
    AP Services, LLC 
A/C #1851-765410Currency:
    
    USD
 Section 3. Relationship of the Parties
   Section 4. Confidentiality
    Section 5. Intellectual Property




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AP Services,LLCGeneral Terms and Conditions
  Section 6. Framework of the Engagement
  Section 7. Indemnification and Other Matters
     Section 8. Governing Law and Arbitration
   Section 9. Termination and Survival




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AP Services,LLCGeneral Terms and Conditions
   Section 10. General
 Severability.
 Entire Agreement.
 Joint and Several.
 Limit of Liability.
 Notices.