This Standard Engagement Letter describes the terms upon which McGowan & McGowan, P.C. will provide legal services to you and bill you for those services.

Professional Undertaking: Our goal is to provide you with quality legal services, on schedule and at a reasonable cost. Using our professional judgment, we will endeavor to assign work on your behalf to those attorneys and other personnel that we deem appropriate under the circumstances. Although we will do our best to serve you effectively, we cannot guarantee success on any given matter. Nor do we guarantee that any particular result will be attained by us. Any questions or concerns that you might have with regard to our services should be directed to us at once.

Hourly Fees: Generally, our fees for services are calculated based upon the applicable hourly rates for the attorneys and legal assistants who do the work. Our schedule of hourly rates for such personnel is based on experience, training and level of professional attainment. Currently, our hourly rates for attorneys range from $250.00 to $350.00 and for legal assistants from $125.00 to $150.00. Our rate schedule is reconsidered annually with changes effective January 1 of each year.

Other Fee Arrangements: On occasion, and by specific agreement, we may agree to a fee arrangement other than an hourly fee, such as a fixed fee for a specifically defined project or a contingent fee for a litigation matter. In such a case, the fee and payment schedule will be set forth in our cover letter to you or in a separate agreement or addendum, but all other terms of this Engagement Letter will apply.

Costs: In the course of rendering services to you, it may be necessary for us to incur expenses for items such as filing and recording fees, deposition transcripts, computerized legal research, notary service, overnight or special delivery service, postage, photocopying, facsimile transmissions, telephone calls, travel, lodging, and meals. The actual expenses incurred will vary depending on the services that we provide to you.

Certain expenses may include an adjustment, above cost, to cover our expense in providing the billed service. However, expenses paid entirely to third parties (such as travel and lodging expenses) will be billed to you at our ""out-of-pocket"" cost. No charge will be assessed for either our secretarial services or overtime incurred by our staff.

Expense items incurred on your behalf will be itemized separately and billed on our statements as "disbursements." Third-party expenses may be forwarded directly to you for payment. As is usually the case, expense disbursements may not be current at the time of final billing. Remaining disbursements, if any, will be billed at a later date.

Billing Statements: Generally, our statements are prepared and mailed on a monthly basis. Each statement is reviewed in advance by the responsible attorney and then processed through our accounting department. Our statements are payable upon presentation, and are overdue if not paid by the Due Date set forth on the statements.

Late Payment: If you fail to pay our statements in full on or before the Due Date set forth on the statements, we reserve the right to assess you with a monthly service charge equal to 1% of all fees and disbursements which are past due. This monthly service charge will be billed to you at the end of each month in which a late payment occurs. In no event will the service charge be greater than permitted by any applicable law.

We will have a lien on all files in our possession and their content until we have received payment in full of all amounts due. Also, in litigation matters in which a money judgment is rendered in your favor, we will have a lien on all proceeds thereof to the extent of any unpaid fees or expenses.

We reserve the right to decline to continue to provide you with services if you fail to timely pay our statements without making mutually acceptable arrangements for delayed payments. In the event that our appearance is entered of record in any court proceeding, your failure to pay shall constitute your express consent to our withdrawal of our appearance as your counsel in such proceeding.

Retainer: Frequently, we require payment of a retainer before we render services. Our cover letter to you specifies the amount of any such retainer required by us.

Unless otherwise agreed, any retainer will be held as security for the payment of any expenses and/or legal fees when due. You grant to us a lien on and security interest in such retainer, together with all replacements and proceeds thereof. If it becomes necessary for us to access the retainer, we will apply the retainer first to the payment of expenses advanced by us on your account and then to legal fees. In the event of any such application, a billing statement will be generated and provided to you. At that time, you may be requested either to replenish or to increase the retainer account. At the conclusion of our legal representation, the retainer, or the unapplied portion thereof, will be returned to you as you direct.

Termination: You have the right to terminate our representation at any time. We have the same right, subject to an obligation to give you reasonable notice to arrange alternative representation. In either event, fees and costs incurred on or before the date of termination must be paid as described in this letter.

Special Arrangements: Special arrangements, if any, governing the basis on which we will provide and bill legal services to you and varying from or expanding upon the general arrangements set forth in this Engagement Letter are described in the cover letter to you or in a separate agreement or addendum hereto.

Other Matters: Unless we otherwise agree, the terms and conditions of this letter will apply to all matters for which you engage us as counsel.

If you have any questions or concerns about the terms of this Standard Engagement Letter, please contact us immediately.