The following Responsibility (I), Fee Schedule (II), Acceptance (III), and Termination (IV) sections represent the terms for the engagement of Dr. Joseph Penbera and Penbera Paris and its affiliated entities (EconomistUSA, Inc., Joseph J. Penbera, Ph.D. and Associates, The Economic Consortium, the Forensic Services Center, and ProPartnersGroup) hereinafter identified, simply, as Penbera Paris.

I: INDEMNIFICATION AND PAYMENT RESPONSIBILITY

A. This engagement is between Dr. Penbera representing Penbera Paris, and you as the retaining attorney or attorneys and on behalf of your firm or firms; or, if you are not an attorney, between Dr. Penbera representing Penbera Paris and you as the authorizing agent for a business, government agency, university, or other body. It is understood that neither Dr. Penbera nor Penbera Paris is entering into an engagement with your client(s) either directly or indirectly.

B. You agree to subsume any and all liability that Dr. Penbera and Penbera Paris might have now and in the future in the course of this engagement (including in conducting research, preparing reports, and giving deposition and trial testimony) by protecting Dr. Penbera and Penbera Paris under your professional insurance, errors and omissions, and general liability coverage; and you agree to indemnify Dr. Penbera and Penbera Paris and hold Dr. Penbera and Penbera Paris harmless against any and all causes of action that might in any way arise from this engagement; and you agree to defend any and all claims and pay all costs associated with any legal action made against Dr. Penbera or Penbera Paris arising directly or indirectly from this engagement.

C. In engaging Dr. Penbera, it is understood and agreed by you that Dr. Penbera may choose to work with, at his discretion, and to include in his billing with your prior approval, other experts, staff, and organizations including John A. Moffat, CPA and other certified public accountants, Kraus and Dye Investigation Services, or other forensic investigative services, and secure banking, vocational rehabilitation, and forensic computing and accounting fraud services. You agree that Dr. Penbera is free to refer and/or to use other persons to provide statistical and other research, and other collateral services such as computer support, forensic and general investigative services, and occupational and vocational analysis as Dr. Penbera may see fit, and you agree to extend liability and indemnification to those persons engaged by Dr. Penbera on your behalf. You will not receive a separate bill for work performed by others at Dr. Penbera’s request; rather, these costs will be included in Dr. Penbera’s billings and hourly charges. There may be other direct or indirect expenses charged as a result of Dr. Penbera work and/or in utilizing these affiliated persons or organizations; however, these will only be charged with your prior approval.

D. The responsibility for timely payment of fees for services rendered rests with you as the attorney, firm, business or governmental organization engaging Dr. Penbera and Penbera Paris. Although this is the usual and customary practice, it is reinforced and codified by certain professional standards of the National Forensic Center, of which Dr. Penbera is a member. The Code of Professional and Ethical Conduct, Section II- Precepts, Part C: General Practice Standards, subsection 3: Fee Structure, page 4 states that: "Members shall not render services on a contingency basis unless authorized and approved in advance by a court of law or other forum exercising control over the disputed matter."

Therefore, in order to comply with this specific precept as well as to avoid violation of the general provisions of Article IV - Objectivity and Independence, neither Dr. Penbera, Penbera Paris nor its affiliated entities or persons and organizations have accepted, nor can they accept, any engagement on a contingency basis. It may be advisable, if you have not already done so, to advise your client that the payment of expert fees is not conditioned in any way on the outcome of the case.

II: FEE SCHEDULE AND PAYMENT FOR SERVICES

A. You agree to provide a $1000 retainer. However, this retainer may be waived by Dr. Penbera and is, typically, waived, for clients with whom Penbera Paris has previously worked.

B. You agree that all bills are due and payable upon receipt. Bills are considered overdue after 30 days from the date of billing. Interest on overdue bills will accrue at the legal rate. You agree to pay all costs for collection of overdue bills, and accept that such costs will become part of the principal amount outstanding upon which interest will be charged.

C. If a case has settled, you agree that it is your obligation to advise Dr. Penbera of that in writing. Failure to do so will rightfully obligate you to costs incurred, even those after a settlement date.

D. If an agreement has been reached among you and several other parties to split the costs of experts, including the costs associated with Dr. Penbera’s and/or Penbera Paris’ work, you understand and agree if Dr. Penbera is not paid within 30 days of billing or within 30 days of settlement of the case, whichever is earlier, that you are still obligated for the payment of all fees associated with this engagement.

E. The following represent the range of hourly fees:

1.	Analysis of Materials, Preparation of Written Reports,And Preparation for Testimony	$225 - $350
2.	Deposition Testimony: Paid by Opposing Counsel; 1 hour minimum	$350 - $500
3.	Trial Testimony:	$350 - $500
4.	Travel and Waiting Time for Testimony: Direct Expenses plus up to $175 per hour depending upon the amount of time and distances involved in travel, and the circumstances relating to waiting times.

III: ACCEPTANCE OF ENGAGEMENT TERMS

A signed confirmation of these terms is not necessary as the following constitutes proof of acceptance:

A. Providing materials to Dr. Penbera or Penbera Paris after discussions with Dr. Penbera or staff of Penbera Paris constitutes acceptance of these terms of engagement.

B. Identifying Dr. Penbera or Penbera Paris in any document or writing constitutes acceptance of these terms.

IV: NOTICE OF TERMINATION

A. This engagement may be terminated immediately at any time and for any reason by either party via written notice delivered via mail or facsimile.

B. Upon termination, a bill will be provided to you within ten (10) days for all work done through the date that notice of termination was either sent or received.

C. If requested, all materials and documents provided by you shall be returned to you within ten (10) after the outstanding bill is paid in full.