EXHIBIT 10.1


	
  

  	
  Detroit New York
  Chicago Dallas

  



 


02 April 2007


Mr. Robert MacKenzie

President and Chief Executive Officer

Sea Containers Limited

Canon’s Court

22 Victoria Street

PO Box H1179

Hamilton HMEX

Bermuda


Dear Mr. MacKenzie:


Re: Agreement for the Provision of Interim Management
and Restructuring Services


This letter, together with the attached Schedule(s),
Exhibit and General Terms and Conditions, sets forth the agreement (“Agreement”)
between AP Services, LLC, a Michigan limited liability company (“APS”), and Sea
Containers Ltd. (the “Company”), for the engagement of APS to provide certain
temporary employees to the Company to assist it in its restructuring as
described below.


All defined terms shall have the meanings ascribed to
them in this letter and in the attached Schedule(s), Exhibit and General Terms
and Conditions.


Generally, the engagement of APS, including any APS
employees who serve in Executive Officer positions, shall be under the
supervision of the Board of Directors of the Company and the direct supervision
of its Chief Executive Officer.


OBJECTIVE
AND TASKS


APS will provide Laura Barlow to serve as the Company’s
Chief Financial Officer/Chief Restructuring Officer (“CFO/CRO”), reporting to
the Company’s President and Chief Executive Officer. Working collaboratively
with the senior management team, the Board of Directors and other Company
professionals, Ms. Barlow will oversee the Company’s evaluation and
implementation of strategic and tactical options through the restructuring
process.


Ms Barlow will also serve as Chief Financial
Officer/Chief Restructuring Officer (“CFO/CRO”) of Sea Containers Services
Limited (“SCSL”). In respect to significant intercompany claims, particularly
claims of the Company and SCSL against each other, the CFO/CRO intends to
maintain a position as a neutral facilitator and mediator to resolve such
claims of the estates and other necessary parties.


2000 Town Center | Suite
2400 | Southfield, MI | 48075 | 248.358.4420 | 248.358.1969 fax |
www.alixpartners.com













APS acknowledges the Company’s concern to minimize any
duplication of services with advisors retained by the Company, and will take
reasonable measures to avoid duplication. In addition to the ordinary course
duties of CFO/CRO, the Temporary Staff (as defined below) roles will include
working with the Company and its team to undertake the following:


·                             Manage
the Company’s financial, treasury and tax functions.


·                             Oversee
negotiations with potential acquirers of Company assets.


·                             Oversee
management of the “working group” professionals who are assisting the Company
in the reorganization process or who are working for the Company’s various
stakeholders to improve coordination of their effort and individual work
product to be consistent with the Company’s overall restructuring goals.


·                             Work
with the Company and its team to further identify and implement both short-term
and long-term liquidity generating initiatives.


·                             Oversee
the Company’s execution of its planned disposal programme in respect of various
non-core assets and associated activities;


·                             Oversee
the Company’s management of the relationship with its stakeholders and their
advisers and in meeting its requirements to provide information to those
stakeholders;


·                             Oversee
the Company’s negotiation and restructuring of its current indebtedness with
its key stakeholders including liaising and negotiating with the different
stakeholders; and


·                             Manage
such other matters as may be requested by the Company that fall within APS’
expertise and that are mutually agreeable.


The principal contact for the Company at AlixPartners
shall be Laura Barlow, Managing Director. Ms. Barlow will draw on other
AlixPartners personnel as is appropriate, and after conferring with the
Company.



 2
 









STAFFING


APS will provide the Company with the individuals set
forth on Exhibit A (“Temporary Staff”), subject to the terms and conditions of
this Agreement, with the titles, pay rates and other descriptions set forth
therein.


The Temporary Staff may be assisted by or replaced by
other professionals at various levels, as required, who shall also become
Temporary Staff. APS will keep the Company informed as to APS’ staffing and
will not add additional Temporary Staff to the assignment without first
consulting with the Company to obtain Company concurrence that such additional
resources are required and do not duplicate the activities of other employees
or professionals.


APS commits to provide services under this Agreement
for the latter of (i) six months from the date of this letter or (ii) at such
date on which a plan of restructuring is confirmed. APS reserves its right to
terminate this Agreement for cause.


In the event that either Ms. Barlow or Mr. Cavin
become unavailable to complete this engagement, APS will notify the Company to
provide a mutually agreeable replacements.


TIMING, FEES AND RETAINER


APS will commence this engagement on or about 2 April
2007 after receipt of a copy of the Agreement executed by the Company
accompanied by the Retainer, as set forth on Schedule 1. Ms Barlow’s
appointment as CRO will be effective immediately. Following a transition
period, her appointment as CFO will be effective from 1 May 2007.


The Company shall compensate APS for its services, and
reimburse APS for expenses, as set forth on Schedule 1.


*         *         *


The Company will promptly apply to the Bankruptcy
Court to obtain approval of APS’ retention and Retainer nunc pro tune to the
date of this Agreement.


The terms and conditions set out in the attached
Schedule(s), Exhibit and the General Terms and Conditions form part of the
Agreement and are incorporated by reference herein.



 3
 









If these terms meet with your approval, please sign and return the
enclosed copy of the Agreement and wire transfer the amount to establish the
Retainer.



 4
 









We
look forward to working with you.


Sincerely yours,


	
  AP SERVICES, LLC

  	
   

  
	
   

  	
   

  
	
  /s/ Laura Barlow

  	
   

  	
   

  
	
   

  	
   

  
	
  Laura Barlow

  	
   

  
	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed to:

  	
   

  
	
   

  	
   

  
	
  SEA CONTAINERS LTD.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Bob MacKenzie

  	
   

  
	
  Its:

  	
   President & CEO

  	
   

  
	
  Dated:

  	
      12th April 2007

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed to:

  	
   

  
	
   

  	
   

  
	
  SEA CONTAINERS SERVICES LTD.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Bob MacKenzie

  	
   

  
	
  Its:

  	
      Director

  	
   

  
	
  Dated:

  	
      12th April 2007

  	
   

  
					



 



 5














AP Services, LLC

Employment by Sea Containers, Ltd.


Exhibit A


Temporary Staff

Individuals with Executive Officer Positions


	
  Name

  	
   

  	
  Description

  	
   

  	
  Monthly
 Rate

  	
   

  	
  Commitment

  Full1 or Part Time

  
	
  Laura Barlow

  	
   

  	
  Chief Financial Officer/ Chief Restructuring Officer

  	
   

  	
  £

  	
  75,000

  	
   

  	
  Full Time

  
								



 


Additional Temporary Staff


	
  Name

  	
   

  	
  Description

  	
   

  	
  Monthly

  Rate

  	
   

  	
  Commitment

  Full1 or Part2Time

  
	
  Craig Cavin

  	
   

  	
  Restructuring Manager

  	
   

  	
  £

  	
  50,000

  	
   

  	
  Full Time

  
								



 


The parties agree that Exhibit A can be amended by APS from time to
time to add, replace or delete staff, and the Monthly Staffing Reports shall be
treated by the parties as such amendments.






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.











SCHEDULE 1


FEES AND EXPENSES


1.                         Fees:
APS’ fees will be based on the hours worked by APS personnel at APS’ hourly
rates, which are:


	
  Managing Directors

  	
   

  	
  £

  	
  485-545

  	
   

  
	
  Directors

  	
   

  	
  £

  	
  415-440

  	
   

  
	
  Vice Presidents

  	
   

  	
  £

  	
  315-360

  	
   

  
	
  Associates

  	
   

  	
  £

  	
  220-285

  	
   

  



 


APS reviews and revises its billing rates on January 1
of each year.


Fees will be invoiced monthly in US dollars in
accordance with our General Terms and Conditions Section 2 Retainer, Billing
and Payments. The Fees and Retainer will be determined in British pounds and
converted to US dollars using the spot buy conversion rate as listed on FX.com
on the day of invoice.


Notwithstanding the above, the Fees due to
AlixPartners for the provision of the Services shall be payable in accordance
with the terms reflected on Exhibit A.


2.                       Success Fee:
In addition to monthly Fees, APS will be compensated for its efforts by the
payment of a Success Fee. The Company understands and acknowledges that the
Success Fee is an integral part of APS’ compensation for the engagement. In
accordance with the AlixPartners’ Protocol with the United States Trustee, the
Success Fee will not be applied for or approved at the time of retention, but
will be applied for at such time as the contingency that triggers the Success
Fee has occurred.


The Company shall pay to AlixPartners a Success Fee,
not exceeding £500,000, for the first six-month period of AlixPartners’
engagement. The basis and amount of the Success Fee shall be agreed in writing
between AlixPartners and the Company within 30 days of the Commencement Date
(the “Success Fee”). The Company will discuss the basis and amount of the
Success Fee with the Court Appointed Committees.


The Success Fee shall be due and payable when the
objectives have been achieved. In the event of the termination of this
engagement other than for cause prior to the earlier of confirmation of a plan
of reorganisation or achievement of the objectives as determined by the Board
of Directors, the Success Fee shall be due and payable on termination.











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, and postage.


4.                         Break
Fee: APS does not seek a Break Fee in connection with this engagement.


5.                         Retainer:
The Company shall pay APS a retainer of £100,000 to 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.











SCHEDULE 2


DISCLOSURES


APS has caused to be submitted for review, by its
conflicts check system, the names of significant parties in interest in this
case. APS completed a search of its client database for the past five years to
determine whether it has had or has any relationships with the following
entities:


a)                         The
Company and its affiliates;


b)                        The
Company’s current directors and officers and certain of their most significant
business affiliations, as provided to APS by the Company;


c)                         The
Company’s largest unsecured creditors, as identified in the lists filed with
the Company’s Chapter 11 petitions;


d)                        The
Company’s pre- and post-petition lenders; and,


e)                         Various
other potential parties in interest, as identified by the Company.


Based on this search, APS knows of no fact or
situation that would represent a conflict of interest for APS with regard to
the Company. However, APS wishes to disclose the following:


·                             Pursuant
to the Recapitalization Agreement, dated as of August 3, 2006, among
AlixPartners Holdings, Inc.,
AlixPartners, LLC, Jay Alix individually, H&F Astro LLC and those other persons
that may become bound thereto, three private equity funds (collectively, “HFCP
V”) sponsored by Hellman & Friedman, LLC (“H&F LLC”) acquired,
indirectly through H&F Astro LLC, a controlling stake in AlixPartners as of
October 12, 2006. Hellman & Friedman Investors V, LLC and H&F LLC
(collectively, “H&F”) control HFCP V. No material nonpublic information
about Debtors has been furnished by AlixPartners to H&F. In conjunction
with this transaction AlixPartners, LLC was converted to AlixPartners, LLP, a
Delaware limited liability partnership. AlixPartners’ conflict checking system
has searched the parties to the Recapitalization Agreement against the lists of
creditors, shareholders, and other parties in interest in this case that is
maintained for purposes of conflict checks, and AlixPartners has determined to the
best of its knowledge that there are no disclosures otherwise than as noted
herein


·                             AIG/National
Union Fire, insurance providers of the Debtors, are affiliated with entities
that are limited partners, litigation counterparties, adverse parties, lenders and
bondholders to current and former AlixPartners and/or APS clients in matters
unrelated to the Debtors. AIG is a related party to a current AlixPartners
client in matters unrelated to the Debtors. AIG has also provided various types
of insurance to AlixPartners in matters unrelated to the Debtors.











·                             Bank
of New York, a creditor of the Debtors, is a lender, bondholder, creditor and
indenture trustee to current and former AlixPartners and/or APS clients in
matters unrelated to the Debtors. In addition, Bank of New York previously
employed a current AlixPartners employee.


·                             Barclays
Bank, a lender to a Non-Debtor subsidiary, and affiliated entities, are
creditors, significant shareholders, adverse parties, lenders and bondholders
to current and former AlixPartners and/or APS clients in matters unrelated to
the Debtors.


·                             Bingham
McCutchen, a professional of the Debtors, is a professional to a current
AlixPartners and/or APS client in matters unrelated to the Debtors.


·                             BMC,
a professional of the Debtors, was a professional to a former AlixPartners
and/or APS client in matters unrelated to the Debtors.


·                             Chubb,
an insurance provider of the Debtors, is a vendor to AlixPartners and an
adverse party and executory contract counterparty to current and former AlixPartners
and/or APS clients in matters unrelated to the Debtors. In addition, Federal
Insurance, the parent of Chubb, was an adverse party to a former AlixPartners
client in matters unrelated to the Debtors.


·                             CitiCapital,
a creditor of the Debtors, and affiliated entities, are creditors, lenders,
bondholders, shareholders, adverse parties, professionals and lessors to
current and former AlixPartners and/or APS clients in matters unrelated to the
Debtors. In addition, an affiliate of CitiCapital is a related party to a
current AlixPartners client in matters unrelated to the Debtors.


·                             Deloitte
& Touche, a professional of the Debtors, is affiliated with entities that
are vendors to AlixPartners, adverse to a former AlixPartners client, as well
as professionals to current and former AlixPartners and/or APS clients in
matters unrelated to the Debtors. Deloitte & Touche is also a current
client of AlixPartners in matters unrelated to the Debtors. Additionally,
Deloitte & Touche affiliated entities previously employed several current
AlixPartners employees.


·                             GE
Seaco is a 50/50 joint venture between Debtor and GE Leasing or a subsidiary.
There is litigation pending between GE and Debtors regarding the alleged change
of control at GE SeaCo (and other matters in connection with the joint
venture). General Electric and affiliated entities are members of a bank group
for which AlixPartners performed services, as well as creditors, customers,
lenders, lessors and bondholders to current and former AlixPartners and/or APS
clients in matters unrelated to the Debtors.


·                             Houlihan
Lokey, a professional of the Debtors, was an affiliated entity and client
professional to former AlixPartners and/or APS clients in matters unrelated to
the Debtors.











·                             HSH
Nordbank AG, a lender to a non-Debtor subsidiary of the Debtors, is a former
client of AlixPartners in matters unrelated to the Debtors.


·                             JP
Morgan Chase, a creditor of the Debtors and a lender to a non-Debtor subsidiary
of the Debtors, is affiliated with entities that are lenders, shareholders,
vendors, bondholders and creditors to current and former AlixPartners and/or
APS clients in matters unrelated to the Debtors. JP Morgan Chase affiliated
entities previously employed several AlixPartners employees.


·                             KPMG,
a professional of the Debtors, is a current client of AlixPartners as well as a
professional, adverse party and creditor to current and former AlixPartners
and/or APS clients in matters unrelated to the Debtors. Additionally, KPMG
previously employed several current AlixPartners employees.


·                             Liberty
Mutual, an insurer of the Debtors, was a creditor, adverse party, executory
contract counterparty, insurer and lender to current and former AlixPartners
and/or APS clients in matters unrelated to the Debtors.


·                             Lloyd’s
of London, an insurer of the Debtors, was a former client of AlixPartners in
matters unrelated to the Debtors. Lloyd’s of London was also an executory
contract counterparty and adverse party to former AlixPartners and/or APS
clients in matters unrelated to the Debtors.


·                             PricewaterhouseCoopers
(“PWC”), a professional of the Debtors, is a professional to current and former
AlixPartners clients in matters unrelated to the Debtors. PWC previously
employed several current AlixPartners employees. PWC is the auditor for AlixPartners
and will provide tax and other consulting services. PWC was opposing
professional and creditor to current and former AlixPartners and/or APS clients
in matters unrelated to the Debtors.


·                             Sidley
Austin, a professional of the Debtors, is a professional to current and former
AlixPartners and/or APS clients in matters unrelated to the Debtors. In
addition, Sidley Austin is adverse counsel to current and former AlixPartners
and/or APS clients in matters unrelated to the Debtors.


·                             SilverPoint
Capital, a creditor of the Debtors, is a current client of AlixPartners in
matters unrelated to the Debtors.


·                             St.
Paul Travelers Companies and affiliates, insurance providers of the Debtors,
are affiliated with entities that are creditors, bondholders, and were adverse
parties to former AlixPartners and/or APS clients in matters unrelated to the
Debtors.


·                             Towers
Perrin, a professional of the Debtors, is a creditor and professional to
current and former AlixPartners and/or APS clients in matters unrelated to the
Debtors. Towers Perrin was the previous employer of current AlixPartners
employees.











·                             Wachovia
Bank, a lender to a non-Debtor subsidiary of the Debtors, and affiliated
entities, were lenders, bondholders, creditors and professionals to former and
current AlixPartners and/or APS clients in matters unrelated to the Debtors.


·                             Young
Conaway, a professional of the Debtors, was a professional to a former
AlixPartners and/or APS client in matters unrelated to the Debtors.


·                             XL
Insurance, an insurance provider of the Debtors, and affiliated entities, are
current and former AlixPartners and/or APS clients in matters unrelated to the
Debtors. XL Insurance affiliated entities are executory contract counterparties
to former and current AlixPartners and/or APS clients in matters unrelated to
the Debtors.


·                             Zurich,
an insurer of the Debtors, is affiliated with entities that are creditors,
vendors, executory contract counterparties and adverse parties to current and
former AlixPartners and/or APS clients in matters unrelated to the Debtors. In
addition, Zurich is affiliated with a current client of AlixPartners in matters
unrelated to the Debtors. Zurich was a former client of AlixPartners in matters
unrelated to the Debtors.


This Schedule 2 may be updated by APS from time to
time to disclose additional connections or relationships between APS and the
interested parties.











AP SERVICES,
LLC

GENERAL TERMS AND CONDITIONS


These General Terms and Conditions (“Terms”) are incorporated into the
letter agreement (“Agreement”) between the Company and APS to which these Terms
are attached.


Section 1. Company Responsibilities


The Company will undertake responsibilities as set
forth below:


1.                          Provide
reliable and accurate detailed information, materials, documentation and


2.                          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.


APS’ delivery of the services and the fees charged are
dependent on (i) the Company’s timely and effective completion of its
responsibilities; and (ii) timely decisions and approvals made by the Company’s
management. The Company shall be responsible for any delays, additional costs
or other deficiencies caused by not completing its responsibilities.


Section 2. Retainer, Billing and Payments


Retainer and Billing.
APS will submit monthly invoices for services rendered and expenses incurred
and will offset such invoices against the Retainer. Payment will be due upon
receipt of the invoices to replenish the Retainer to the agreed-upon amount.
Any unearned portion of the Retainer will be returned to the Company at the
termination of the engagement.


Payments. All
payments to be made by the Company to APS shall be payable upon receipt of
invoice via wire transfer to APS’ bank account, as follows:


	
   

  	
  Receiving Bank:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Receiving Account:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Funds:

  	
   

  



 


Section 3. Relationship of the Parties


The parties intend that an independent contractor
relationship will be created by the Agreement. As an independent contractor,
APS will have complete and exclusive charge of the management and operation of
its business, including hiring and paying the wages and other compensation of
all its employees and agents, and paying all bills, expenses and other charges
incurred or payable with respect to the operation of its business. Of course,
neither the Temporary Staff nor APS will be entitled to receive from the
Company any vacation pay, sick leave, retirement, pension or social security
benefits, workers’ compensation, disability, unemployment insurance benefits or
any other employee benefits. APS will be responsible for all employment,
withholding, income and other taxes incurred in connection with the operation
and conduct of its business.


The Company shall not solicit, recruit or hire any
employees or agents of APS for a period of two years subsequent to the
expiration or termination of the Agreement.


Section 4. Confidentiality


APS
shall keep confidential all non-public confidential or proprietary
information obtained from the Company during the performance of its services
hereunder (the “Information”), and neither APS nor the Temporary Staff will
disclose any Information to any other person or entity. “Information” includes
non-public confidential and proprietary data, plans, reports, schedules,
drawings, accounts, records, calculations, specifications, flow sheets,
computer programs, source or object codes, results, models or any work product
relating to the business of the Company,
its subsidiaries, distributors, affiliates, vendors, customers, employees,
contractors and consultants.


The foregoing is not intended to prohibit, nor shall
it be construed as prohibiting, APS or the Temporary Staff from disclosure
pursuant to a valid subpoena or court order, but neither APS nor the Temporary
Staff shall encourage, suggest, invite or request, or assist in securing, any
such subpoena or court order; and the Temporary Staff shall promptly give
notice of any such subpoena or court order by fax transmission to the Company.
APS and the Temporary Staff may make reasonable disclosures of Information to
third parties in connection with the performance of APS’ obligations and
assignments hereunder. In addition, APS will have the right to disclose to
others in the normal course of business its involvement with the Company.


The Company acknowledges that all information (written
or oral), including advice and Work Product (as defined in Section 5),
generated by APS and the Temporary Staff in connection with this engagement is
intended solely for the benefit and use of the Company (limited to its
management and its Board of Directors) in connection with the transactions to
which it relates. The Company agrees that no such information shall be used for
any other purpose or reproduced, disseminated, quoted or referred to with
attribution to APS at any time in any manner or for any purpose without APS’
prior approval except as required by law.


Section 5. Intellectual Property


All methodologies, processes, techniques, ideas,
concepts, know-how, procedures, software, tools, writings and other
intellectual property that APS has created, acquired or developed prior to the
date of this Agreement are, and shall remain, the sole and exclusive property
of APS, and the Company shall not acquire any interest therein. APS shall be
free to use all methodologies, processes, techniques, ideas, concepts,
know-how, procedures, software, tools, writings and other intellectual property
that APS may create or develop in connection with this engagement, subject to
its duty of confidentiality to the extent that the same contain information or
materials furnished to APS by the Company that constitute Information referred
to in Section 4 above. Except as provided above, all information, reports,
materials, software and other work product that APS creates or develops
specifically for the Company as part of this engagement (collectively known as “Work
Product”) shall be owned by the Company and shall constitute Information
referred to in Section 4 above. APS may retain copies of the Work Product
subject to its obligations under Section 4 above.


Section 6. Framework of the Engagement


The Company acknowledges that it is retaining APS to
provide the Temporary Staff solely to assist and advise the Company as
described in the Agreement. This engagement shall not constitute an audit,
review or compilation, or any other type of financial statement reporting
engagement.


Section 7. Indemnification and Other Matters


The Company shall indemnify,
hold harmless and defend Temporary Staff serving as officers
(collectively, the “indemnitees”) from and against all claims, liabilities,
losses, expenses and damages to the extent of the most favorable indemnities
provided by the Company to any of its directors or officers, provided, however,
that to the extent any matter for which indemnification is called for hereunder
arises while the Company is under the protection of the Bankruptcy Code,
indemnification of APS personnel who are not directors or officers of the
Company shall be subject to the approval of the Board of











Directors of the Company. The Company shall pay
damages and expenses as incurred, including reasonable legal fees and
disbursements of counsel and the costs of APS’ professional time (APS’
professional time will be reimbursed at APS’ rates in effect when such future
time is required), relating to or arising out of the engagement, including any
legal proceeding in which an indemnitee may be required or agree to participate
but in which it is not a party. The indemnitees may, but are not required to,
engage a single firm of separate counsel of their choice in connection with any
of the matters to which this indemnification agreement relates.


The Company shall use its best efforts to specifically
include and cover, as a benefit for their protection, Temporary Staff serving
as directors or officers of the Company or affiliates from time to time with
direct coverage as named insureds under the Company’s policy for directors’ and
officers’ (“D&O”) insurance. The Company will maintain such D&O
insurance coverage for the period through which claims can be made against such
persons. The Company disclaims a right to distribution from the D&O
insurance coverage with respect to such persons. In the event that the Company
is unable to include Temporary Staff under the Company’s policy or does not
have first dollar coverage acceptable to APS in effect for at least $10 million
(e.g., such policy is not reserved based on actions that have been or are
expected to be filed against officers and directors alleging prior acts that
may give rise to a claim),  APS
may, at its option, attempt to purchase a separate D&O policy that will
cover the Temporary Staff only. The cost of same shall be invoiced to the
Company as an out -of -pocket cash expense. If APS is unable to purchase such
D&O insurance, then APS reserves the right to terminate the Agreement.


APS is not responsible for any third-party products or
services. The Company’s sole and exclusive rights and remedies with respect to
any third party products or services are against the third-party vendor and not
against APS, whether or not APS is instrumental in procuring the third-party
product or service.


APS shall not be liable to the Company except for
actual damages resulting from bad faith, self-dealing, gross negligence, or
intentional misconduct.


Section 8. Governing Law


The Agreement is governed by and shall be construed in
accordance with the laws of the State of Michigan with respect to contracts
made and to be performed entirely therein and without regard to choice of law
or principles thereof.


Any controversy or claim arising out of or relating to
the Agreement, or the breach thereof, shall be settled by arbitration. Each
party shall appoint one non-neutral arbitrator. The two party arbitrators shall
select a third arbitrator. If within 30 days after their appointment the two
party arbitrators do not select a third arbitrator, the third arbitrator shall
be selected by the American Arbitration Association (AAA). The arbitration
shall be conducted in Southfield, Michigan under the AAA’s Commercial
Arbitration Rules, and the arbitrators shall issue a reasoned award. The
arbitrators may award costs and attorneys’ fees to the prevailing party.
Judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof. However, in the event the Company is under the
protection of the Bankruptcy Code, the arbitration provisions shall apply only
to the extent that the Bankruptcy Court, or the U.S. District Court if the
reference is withdrawn, does not retain jurisdiction over a controversy or
claim.


Section 9. Termination and Survival


The Agreement may be terminated at any time by written
notice by one party to the other; provided, however, that notwithstanding such
termination APS will be entitled to any fees and expenses due under the
provisions of the Agreement, including Success Fee and Break Fee in accordance
with Schedule 1. Such payment obligation shall inure to the benefit of any
successor or assignee of APS.


Additionally, unless the Agreement is terminated by
the Company for Cause (as defined below) or due to circumstances described in
the Success Fee provision in the Agreement, APS shall remain entitled to the
Success Fee(s) that otherwise would be payable for the greater of 12 months
from the date of termination or the period of time that that has elapsed from
the date of the Agreement to the date of termination. Cause shall mean:


(a) a Temporary Staff member acting on behalf of the
Company is convicted of a felony, or


(b) it is determined in good faith by the Board of
Directors of the Company after 30 days notice and opportunity to cure, that
either (i) a Temporary Staff member is engaging in misconduct injurious to the
Company, or (ii) a Temporary Staff member is breaching any of his or her
material obligations under this Agreement, or (iii) a Temporary Staff member is
willfully disobeying a lawful direction of the Board of Directors or senior
management of the Company.


Sections 2, 4, 5, 7, 8, 9 and 10 of these Terms, the
provisions of Schedule 2 and the obligation to pay accrued fees and expenses  shall survive the expiration or
termination of the Agreement.


Section 10. General


Severability. If
any portion of the Agreement shall be determined to be invalid or
unenforceable, the remainder shall be valid and enforceable to the maximum
extent possible.


Entire Agreement.
These Terms, the letter agreement into which they are incorporated and the
Schedule(s) and Exhibit to such letter agreement contain the entire
understanding of the parties relating to the services to be rendered by APS and
the Temporary Staff and may not be amended or modified in any respect except in
a writing signed by the parties. APS is not responsible for performing any
services not specifically described herein or in a subsequent writing signed by
the parties. If there is a conflict between these Terms and the balance of the
Agreement, these Terms shall govern.


Joint and Several.
If more than one Company signs this Agreement, the liability of each Company
shall be joint and several.


Notices. All
notices required or permitted to be delivered under the Agreement shall be
sent, if to APS, to:


AP Services, LLC


2000 Town Center, Suite 2400


Southfield, MI 48075


Attention: Mr.
Melvin R. Christiansen


and if to the Company, to
the address set forth in the Agreement, to the attention of the Company’s
General Counsel, or to such other name or address as may be given in writing to
the other party. All notices under the Agreement shall be sufficient if
delivered by facsimile or overnight mail. Any notice shall be deemed to be
given only upon actual receipt.