Legal Liquidator Appointment Letter

LEGAL LIQUIDATOR APPOINTMENT LETTER

This Legal Liquidator Appointment Letter (the "Appointment") is made as of Date: by and between Appointing Party: with principal address at (hereinafter "Appointor"), and Liquidator: with address at (hereinafter "Liquidator").

RECITALS

WHEREAS, Appointor is the owner and has legal authority over certain business affairs and assets described herein and requires a duly authorized liquidator to wind up affairs, realize assets and distribute proceeds in accordance with applicable law and contractual obligations.

WHEREAS, Liquidator represents that Liquidator is duly qualified and has the skill, experience and authority to act as liquidator and to perform the services described in this Appointment.

WHEREAS, the parties desire to set forth the terms, scope, powers, duties, compensation and procedural rules governing the liquidation process.

NOW THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. APPOINTMENT

Appointor hereby appoints and authorizes Liquidator, and Liquidator accepts appointment, as sole and exclusive liquidator to wind up the affairs of Appointor with respect to the assets, liabilities and business described in Schedule A attached hereto and incorporated by reference. The scope of engagement commences on the Appointment Date specified above and continues until completion or earlier termination in accordance with this Appointment.

2. SCOPE OF AUTHORITY

Liquidator shall, subject to applicable law and this Appointment, have full power and authority to take any actions necessary or incidental to the orderly liquidation of assets and settlement of liabilities, including, without limitation, to:

(a) Collect, take possession of and realize upon assets; (b) compromise, settle or institute proceedings in respect of claims and liabilities; (c) pay creditors in accordance with priority and applicable law; (d) engage professionals and agents reasonably necessary to perform the liquidation (subject to prior written approval by Appointor for any single engagement costing more than $); and (e) execute, deliver and file such documents and instruments as are necessary to effectuate the liquidation.

3. POWERS AND DUTIES

Liquidator shall exercise reasonable care, diligence and skill in performing duties. Without limiting the generality of the foregoing, Liquidator shall:

(a) Maintain complete and accurate books and records of all receipts, disbursements and actions taken in the course of the liquidation; (b) hold funds in a segregated account clearly identified as Liquidator funds; and (c) provide periodic reports as required under Section 5.

4. REMUNERATION AND EXPENSES

As full and fair compensation for services rendered, Appointor shall pay Liquidator the following fees: Fixed fee: $ and/or Percentage fee: of gross realizations, as elected by Appointor at commencement: Elect Fixed Fee Elect Percentage Fee

Liquidator shall be reimbursed for all reasonable out-of-pocket expenses and disbursements incurred in connection with the liquidation including, but not limited to, legal fees, appraisal fees and court costs, provided that any single expense exceeding $ shall require prior written approval by Appointor.

5. ACCOUNTS AND REPORTING

Liquidator shall prepare and deliver to Appointor periodic written reports detailing assets realized, distributions made, fees and expenses incurred, and anticipated remaining tasks. Reports shall be delivered on a basis and within days following the end of each reporting period.

6. TERM AND TERMINATION

This Appointment shall continue until completion of the liquidation or until terminated as provided herein. Either party may terminate this Appointment for cause upon written notice specifying the grounds for termination and affording the other party days to cure. Appointor may terminate without cause upon days' prior written notice, subject to payment of accrued fees and reasonable wind-down costs.

7. CONFIDENTIALITY

Liquidator shall keep confidential all non-public information obtained in connection with the liquidation, except to the extent disclosure is required by law, court order, or necessary to perform duties under this Appointment. Confidential information shall not be used for any purpose other than the performance of Liquidator's duties hereunder.

8. INDEMNITY AND LIMITATION OF LIABILITY

Appointor shall indemnify, defend and hold harmless Liquidator and its agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Liquidator's performance under this Appointment, except to the extent caused by Liquidator's gross negligence, willful misconduct or material breach of this Appointment. Liquidator's liability for damages arising from acts or omissions under this Appointment shall be limited to direct damages and shall not include punitive, special or consequential damages.

9. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice).

10. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Appointment shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

11. COUNTERPARTS

This Appointment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be effective to bind the parties.

12. GOVERNING LAW

This Appointment shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the courts of that State for disputes arising under this Appointment.

13. ENTIRE AGREEMENT

This Appointment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral, relating to such subject matter.

14. SEVERABILITY

If any provision of this Appointment is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the maximum extent permitted by law.

15. MISCELLANEOUS

The parties agree to cooperate in good faith to effectuate the purposes of this Appointment and to execute such further documents and instruments as may be reasonably necessary to carry out its terms.

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