1. There is no charge for the Initial Discussion. (This Discussion is to discuss the Client, its situation and problems, and how it can be helped.)

2. There is no retainer fee, and no work is done on credit. The Client makes an initial reimbursable advance, against which periodic charges are made for work which has been actually performed. Any unused portion of the advance is returned. If and when the initial advance has been expended, the Client then makes an additional advance if more work is to be done.

3. There are no high or arbitrary "consultant" fee schedules. Time is billed on a fair and reasonable basis based upon appropriate values for professional executive time (salary, overhead, fringe benefits, and risks). Time charges are on an hourly, daily, or weekly basis.

4. When appropriate, part of the compensation is based upon successful completion of the designated work. Incentive fees, stock options, and/or other arrangements are structured in relation to profitability, sales growth, and other measures. The Client is also expected, but not required, to pay a Success Bonus upon completion of all of the work. This recognizes the huge potential financial and other benefits that the Client and its principals can receive from the work done on their behalf.

5. The Client reimburses reasonable direct expenditures made on its behalf, but not indirect expenses or overhead.