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<br />EXHIBIT "A" <br /> <br />Compensation: <br /> <br />All of the above services that are performed by special counsel's attorneys will be done <br />so at the following rates: <br /> <br />Mark Mandell <br /> <br />$185 per hour <br /> <br />Travel time will be billed at one-half (1/2) of the hourly rate stated above. <br /> <br />Firm shall invoice Client monthly for all services and costs incurred. The form of invoice <br />shall include a cover summary sheet containing only the "attorney services" and the amount <br />being billed therefore; the "costs advanced" and the amount being billed therefore; and a total <br />for all services and costs invoiced. Attached to the summary sheet shall be the detailed backup <br />information which, as to "attorney services", sets forth the dates services were performed; the <br />initials of the attorney performing said services; the hourly rate attributable thereto; the hours or <br />tenths of an hour being invoiced, and the total invoiced costs of attorney services. As to "costs <br />advanced', the detailed back up information shall set forth the dates costs were incurred, the <br />type of cost incurred; and the total of advance costs incurred. <br /> <br />Notwithstanding the foregoing, the combined total of compensation and costs or reimbursable <br />expenses payable hereunder shall not exceed the sum of eleven thousand dollars ($11,000.00) <br />for the term of this Agreement. No other compensation for the Services will be allowed except <br />for items covered by subsequent amendments to this Agreement. <br /> <br />Atty/Agr/2006.027 <br />060206 <br />