ENGAGEMENT AGREEMENT

Re:

Letter of Agreement

(a)

Services. GSC shall perform the services described in the Fees & Services Schedule attached hereto as Appendix I (collectively, the “Services”).

(b)

Fees. In consideration of GSC’s performance of the Services, the Company shall pay GSC the amounts set forth on, and pursuant to the terms of, the Fees & Services Schedule attached hereto as Appendix I.

(c)

Expenses. In connection with GSC’s performance of the Services, and in addition to the fees and charges discussed in paragraphs (b) and (d) hereof, the Company agrees that it shall be solely responsible for the following costs and expenses, and that the Company shall, at GSC’s sole discretion, (i) reimburse GSC for such costs and expenses actually incurred by GSC, (ii) pay such costs and expenses directly and/or (iii) advance sufficient funds to GSC for payment of such costs and expenses:

•

reasonable and customary expenses incidental to the Offer, including postage and freight charges incurred in delivering Offer materials;

•

reasonable and customary expenses incurred by GSC in working with its agents or other parties involved in the Offer, including charges for bank threshold lists, data processing, telephone directory assistance, facsimile transmissions or other forms of electronic communication;

•

reasonable and customary expenses incurred by GSC at the Company’s request or for the Company’s convenience, including copying expenses, expenses relating to the printing of additional and/or supplemental material and travel expenses of GSC’s executives;

•

any other fees and expenses authorized by the Company and resulting from extraordinary contingencies which arise during the course of the Offer, including fees and expenses for advertising (including production and posting), media relations, stock watch and analytical services.

(d)

Custodial Charges. GSC agrees to check, itemize and pay on the Company’s behalf the charges of brokers and banks, with the exception of ADP Proxy Services which will bill the Company directly, for forwarding the Company’s offering material to beneficial owners. The Company agrees to provide GSC, prior to the commencement of the initial distribution of offering materials to such brokers and banks, with a preliminary payment equal to 75% of GSC’s good faith estimate of the charges which shall be assessed by such brokers and banks for two distributions of such materials. The Company shall pay GSC an administrative fee of five dollars ($5.00) for each broker and bank invoice paid by GSC on the Company’s behalf. If the Company prefers to pay these bills directly, please strike out and initial this clause before returning the executed Agreement.

(e)

Compliance with Applicable Laws. The Company and GSC hereby represent to one another that each shall use its best efforts to comply with all applicable laws relating to the Offer, including, without limitation, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(f)

Indemnification. The Company agrees to indemnify and hold harmless GSC and its stockholders, officers, directors, employees, agents and affiliates against any and all claims, costs, damages, liabilities, judgments and expenses, including the fees, costs and expenses of counsel retained by GSC, which result from claims, actions, suits, subpoenas, demands or other proceedings brought against or involving GSC which directly relate to or arise out of GSC’s performance of the Services (except for costs, damages, liabilities, judgments or expenses which shall have been determined by a court of law pursuant to a final and nonappealable judgment to have directly resulted from GSC’s gross negligence or intentional misconduct). In addition, the prevailing party shall be entitled to reasonable attorneys’ fees and court costs in any action between the parties to enforce the provisions of this Agreement, including the indemnification rights contained in this paragraph. The indemnity obligations set forth in this paragraph shall survive the termination of this Agreement.

(g)