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` ' ' � John Couter, Esquire <br /> September 5, 2002 <br /> Page 2 <br /> 2. Compensation. As compensation for our services, we shall be paid at the <br /> following blended hourly rates: <br /> a. $300 per hour for the services of partners and counseUof counsel; <br /> b. $200 per hour for the services of associates; <br /> c. $90 per hour for the services of paralegals. <br /> These rates are subject to a 5%increase as of January 1 2004 and annually thereafter. <br /> The engagement described in this letter may be terminated by either of us at any time by <br /> written notice by or to you. We do not terminate our representation of a client unless they <br /> misrepresent or fail to disclose material facts, fail to pay fees or expenses when due,make it <br /> unreasonably difficult or unethical for us to continue to represent them, or unless other just cause <br /> exists. In the event of our withdrawal, you remain obligated to compensate us for the time we <br /> have devoted on your matters to the date of withdrawal. <br /> As you know, our firm represents many entities engaged in a wide variety of businesses. <br /> In undertaking our representation of you, we want to be fair to your interests as well as those of <br /> our other clients. Because the possibility exists that one of our other clients may take a position <br /> adverse to you in a matter in which such client is represented by Ballard Spahr Andrews & <br /> Ingersoll, you agree that, notwithstanding such present and potential adverse interests, you will <br /> not assert any conflict of interest or other objection that would preclude our representation of <br /> other clients in any other current or future matters. Accordingly, our representation of you will <br /> be with the understanding that such representation will not preclude us from continuing any <br /> present representation or assuming any future representation in matters other than those <br /> described herein. <br /> In addition, we will be compensated for the amount of our out-of-pocket expenses for <br /> messenger services,photocopying costs, travel, long distance telephone calls and the like. We <br /> will send you statements on a monthly basis. <br /> If the foregoing terms are acceptable to you,please confirm your agreement by signing <br /> the enclosed copy of this letter in the space designated below, and returning one to us. <br /> We are delighted that you have selected our firm to represent you. The lawyers at <br /> Ballard Spahr Andrews &Ingersoll and I look forward to working with you. Please call me if <br /> MD DOCS A#1179498 v1 <br />