Barron Adler Clough & Oddo

LAW FIRM RETAINED: Upon engagement to perform services of a legal nature, the client retains the Law Offices of Michael Deitch & Associates, 800 Rio Grande, Austin 78701, herein referred to as the Firm. In consideration of the compensation agreement set forth herein, the Firm agrees to provide its best efforts in furnishing legal services. LAW FIRM ACCEPTS REPRESENTATION: The Firm agrees to perform all legal services which are within the scope of representation and are necessary and appropriate on behalf and in the name of the Client to protect the Client's interest in such legal matters. NO GUARANTEED OUTCOME: The Client understands that the Firm cannot guarantee the successful outcome of any contested claim or negotiation or the favorable outcome of any legal action that may be filed or be required to be filed on behalf of the Client by the Firm. The Firm has not guaranteed that it will obtain reimbursement to the Client of any of his or its costs or expenses resulting from the incident out of which the claim may arise. The Firm shall strive to bring this matter to a prompt conclusion by way of court disposition or negotiated settlement as Client desires. Nonetheless, there are always significant risks in legal matters. Negotiations and litigation can oftentimes run at their pace due to facts beyond the control of the parties. Often emotions and impressions can play a vital role in any contested matter, contribute to uncertain results, and complicate negotiations or litigation. Moreover, the cost of legal representation varies due to numerous factors beyond our control, such as the reasonableness of the parties and their counsel, litigation strategy of opposing party, factual, legal and procedural issues which arise throughout the representation, incorrect decisions of the court, and the nature and extent of any appeal. The Firm will do our best to evaluate this matter, and properly advise Client so that Client can make informed decisions, but because of the multiplicity of factors which influence the outcome of such matters, the Firm cannot warrant or guarantee any particular cost estimate, result or outcome. HOURLY RATE PLUS EXPENSES: In consideration of the services to be rendered by the Firm to the Client, the Client shall pay to the Firm fees for legal services actually performed for the Client by the Firm which services shall be charged for, at the then prevailing hourly rates of the attorney, law clerk or legal assistant performing such services. Our services are calculated in tenths of an hour which are rounded upward to the nearest tenth. HOURLY RATES: The Firm will strive to provide Client with quality legal services on a cost-effective basis. The Firm's fee schedule varies according the knowledge, experience, and expertise of the lawyer involved, and varies from year to year. These rates are subject to change no more than once per year in January; however, the Firm will give Client written notice prior to any change in excess of $10.00 per hour. The recording of time by the Firm shall apply to time spent on pleadings, briefs, correspondence, memorandum, reports, conferences, telephone conversations, preparation of discovery documents, investigation, legal research, preparation for and appearances in court, and all other tasks necessary in the reasonable judgment of the firm to adequately handle the matter. CLIENT PAYS COSTS AND EXPENSES: The Client further agrees to assume and pay for all out-of-pocket disbursements incurred in connection with this matter. These shall include filing fees, witness fees, expert fees, travel, sheriff and constable fees, expenses of depositions, investigative expenses and other incidental expenses. Photocopying charges are $.22 per copy, mileage outside the City of Austin is 30 cents per mile. The Firm also charges its cost for database access usage, such as Westlaw, BANCAP, PACER, Secretary of State and asset investigation searches. ALL CHARGES ITEMIZED: The Firm will itemize all

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DLA Piper is a global legal services organization that has a staff of more than 3,600 lawyers and operates over 60 offices in approximately 25 countries worldwide. It offers services in the areas of commercial contracts, corporate law, employment and benefits, finance, litigation and arbitration, intellectual property and real estate transactions. The firm also assists clients in the areas of projects and infrastructure, regulatory and government affairs, class action, fraud and asset recovery, insurance and reinsurance, restructuring and tax planning. In addition, it handles cases involving construction law, corporate and securities, government investigation, international trade and transport, product liability and white-collar crime defense. DLA Piper maintains a location in Austin, Texas.