Broker Service Package

BROKER SERVICE PACKAGE

Effective Date:

RECITALS

WHEREAS, Broker is duly authorized and experienced in providing brokerage and advisory services in connection with the identification, negotiation and facilitation of transactions specified in this Broker Service Package; and

WHEREAS, Client desires to engage Broker to perform the services described below on the terms and conditions set forth herein, and Broker is willing to provide such services pursuant to this Agreement;

WHEREAS, the parties intend that the relationship created by this Agreement be governed by the terms contained in this document and any mutually executed schedules or exhibits incorporated by reference.

SCOPE OF WORK

Broker shall provide brokerage services that may include, without limitation: market analysis, identification of prospective counterparties or opportunities, introduction and facilitation of negotiations, preparation of summary materials, and coordination of due diligence and closing activities as agreed in writing. Services provided shall be limited to the specific matters and transaction types described in this section and any attached schedules.

PAYMENT TERMS

Client shall pay Broker compensation for services rendered in accordance with the terms below. All fees are exclusive of applicable taxes unless otherwise stated. Broker shall submit invoices in accordance with the schedule set forth herein and Client shall pay undisputed invoices within the time period specified below.

Reasonable, pre-approved out-of-pocket expenses incurred by Broker in the performance of services shall be reimbursed by Client upon presentation of receipts or reasonable substantiation. Reimbursable expenses are limited to those expressly approved in writing by Client.

TERM AND TERMINATION

This Agreement shall commence on the Term Commencement Date and shall continue until the Term Expiration Date, unless earlier terminated in accordance with this section.

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of the obligation to pay amounts earned or reimbursable expenses incurred prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all confidential or proprietary information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, and shall not disclose such information to any third party or use it for any purpose other than performance of this Agreement without the Disclosing Party's prior written consent. Confidential information shall not include information that is or becomes publicly known through no breach of this Agreement, is received from a third party without breach of any obligation of confidentiality, or is independently developed without use of the other party's confidential information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party's confidential materials, at the Disclosing Party's election, and certify in writing that such return or destruction has been completed, except as retention is required by law or reasonable archive procedures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to principles of conflict of laws. The parties agree that any dispute arising under or in connection with this Agreement shall be resolved as set forth herein.

ENTIRE AGREEMENT

This Agreement, including any schedules, exhibits and written amendments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Broker may assign to an affiliate or pursuant to a merger, acquisition, or sale of substantially all of its assets. Notices required or permitted under this Agreement shall be in writing and delivered to the address set forth above or to such other address as the party may provide in writing.

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