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<br />YOU, THE CLIENT <br /> <br />You are the client. Our work is on your behalf. These General Terms of Engagement form the basis <br />of our representation of you, unless superseded by a specific engagement letter in a particular matter. <br />If you have any questions, comments or concerns about the quality of the work, the fairness of the <br />billing, or otherwise concerning this engagement, you should discuss the matter with the lead <br />attorney or, as to computation of the invoices, with our accounting staff or our office manager. Your <br />satisfaction with the engagement is the responsibility of the shareholder with this firm who is <br />responsible for this engagement; therefore, if you wish to discuss your comments, questions or <br />concerns directly with the shareholder, you are encouraged to do so. <br /> <br />MANAGEMENT OF THE ENGAGEMENT <br /> <br />You, the client, have the right to be informed of the status of the firm's work for you. The firm <br />assigns a lead attorney who is primarily responsible for communicating with you. To do ajob well, <br />the lead attorney may assign various lawyers in the firm to the engagement. Work also may be <br />delegated to the firm's paralegals or clerks. All work assignments depend on several factors, <br />including expertise, availability and overall cost effectiveness. It is important that you understand <br />the services being provided by the firm. If questions arise, please discuss them with the lead attorney <br />right away. <br /> <br />OPERA TIONAL DECISIONS <br /> <br />As part of the engagement, you authorize the firm to execute all pleadings, claims, motions, <br />dismissal, and orders on your behalf. The firm has the right to schedule, continue and reschedule <br />hearings, depositions and other events in the course of the engagement. <br /> <br />FEES AND EXPENSES <br /> <br />The firm is committed to charging reasonable fees for its services. <br /> <br />While it is rare, the firm sometimes agrees to represent a client under a contingent fee arrangement. <br />Such engagements must be approved in advance by the firm's shareholders and reflected in a signed <br />agreement between the firm and the client. <br /> <br />F:\Carson-TML-2125 .00 I \Ccrrespondence\englgementltr.doc <br />