COMPANY FOR ANY ACTS OR OMISSIONS OF SUCH
PERSONS OTHER THAN CAUSED BY THEIR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE
CRO SHALL NOT UNDERTAKE ANOTHER CLIENT ENGAGEMENT FOR SIX (6) MONTHS FROM THE
DATE HEREOF.
TO THE EXTENT REQUIRED TO PROVIDE THE SERVICES HEREUNDER, THE
ADDITIONAL OFFICERS WILL DEVOTE ALL OF THEIR BUSINESS TIME TO THE BUSINESS AND
AFFAIRS OF THE COMPANY BUT IT WILL NOT BE A BREACH OF THE FOREGOING FOR THEM TO
ATTEND TO ADMINISTRATIVE MATTERS OF A&M.
E.
PROJECTIONS; RELIANCE; LIMITATION OF
DUTIES.
YOU UNDERSTAND THAT THE SERVICES TO BE RENDERED BY THE CRO AND ANY
ADDITIONAL PERSONNEL MAY INCLUDE THE PREPARATION OF PROJECTIONS AND OTHER
FORWARD-LOOKING STATEMENTS, AND THAT NUMEROUS FACTORS CAN AFFECT THE ACTUAL
RESULTS OF THE COMPANY'S OPERATIONS, WHICH MAY MATERIALLY AND ADVERSELY DIFFER
FROM THOSE PROJECTIONS AND OTHER FORWARD-LOOKING STATEMENTS.
IN ADDITION, THE
CRO AND ANY ADDITIONAL PERSONNEL WILL BE RELYING ON INFORMATION PROVIDED BY
OTHER MEMBERS OF THE COMPANY'S MANAGEMENT IN THE PREPARATION OF THOSE
PROJECTIONS AND OTHER FORWARD-LOOKING STATEMENTS.
NEITHER THE CRO, ANY
ADDITIONAL PERSONNEL NOR A&M MAKES ANY
2
REPRESENTATION OR GUARANTEE THAT AN APPROPRIATE RESTRUCTURING PROPOSAL OR
STRATEGIC ALTERNATIVE CAN BE FORMULATED FOR THE COMPANY, THAT ANY RESTRUCTURING
PROPOSAL OR STRATEGIC ALTERNATIVE PRESENTED TO THE BOARD WILL BE MORE SUCCESSFUL
THAN ALL OTHER POSSIBLE RESTRUCTURING PROPOSALS OR STRATEGIC ALTERNATIVES, THAT
RESTRUCTURING IS THE BEST COURSE OF ACTION FOR THE COMPANY OR, IF FORMULATED,
THAT ANY PROPOSED RESTRUCTURING PLAN OR STRATEGIC ALTERNATIVE WILL BE ACCEPTED
BY ANY OF THE COMPANY'S CREDITORS, SHAREHOLDERS AND OTHER CONSTITUENTS.
FURTHER, NEITHER THE CRO, AND ANY ADDITIONAL PERSONNEL NOR A&M ASSUMES
RESPONSIBILITY FOR THE SELECTION OF ANY RESTRUCTURING PROPOSAL OR STRATEGIC
ALTERNATIVE THAT ANY SUCH OFFICER ASSISTS IN FORMULATING AND PRESENTING TO THE
BOARD, AND THE CRO AND ANY ADDITIONAL PERSONNEL SHALL BE RESPONSIBLE FOR
IMPLEMENTATION ONLY OF THE PROPOSAL OR ALTERNATIVE APPROVED BY THE BOARD AND
ONLY TO THE EXTENT AND IN THE MANNER AUTHORIZED AND DIRECTED BY THE BOARD.
2.
COMPENSATION
A.
A&M WILL BE PAID BY THE COMPANY FOR THE
SERVICES OF THE CRO AND ANY ADDITIONAL PERSONNEL AT THE FOLLOWING HOURLY BILLING
RATES.
THE HOURLY BILLING RATE FOR THE CRO IS $850.
THE CURRENT HOURLY BILLING
RATES FOR OTHER A&M PERSONNEL, BASED ON THE POSITION HELD BY SUCH A&M PERSONNEL
IN A&M, ARE:
i.
Managing Director
$550 - 850
ii.
Director
$450 - 600
iii.
Associate
$300 - 450
iv.
Analyst
$175 - 300
Such rates shall be subject to adjustment annually at such time as A&M adjusts
its rates generally.
B.
IN ADDITION, A&M WILL BE REIMBURSED BY
THE COMPANY FOR THE REASONABLE OUT-OF-POCKET EXPENSES OF THE CRO AND ANY
ADDITIONAL PERSONNEL, AND IF APPLICABLE, OTHER A&M PERSONNEL, INCURRED IN
CONNECTION WITH THIS ASSIGNMENT, SUCH AS TRAVEL, LODGING, DUPLICATIONS, COMPUTER
RESEARCH, MESSENGER AND TELEPHONE CHARGES.
IN ADDITION, A&M SHALL BE REIMBURSED
BY THE COMPANY FOR THE REASONABLE FEES AND EXPENSES OF ITS OUTSIDE COUNSEL
INCURRED IN CONNECTION WITH THE PREPARATION, NEGOTIATION, ENFORCEMENT AND
APPROVAL OF THIS AGREEMENT.
ALL