Engagement Fees, Retainers and Payments

All engagements with Andriano & Affiliates, Ltd., will require a Service Agreement agreed to and approved by both Andriano & Affiliates, Ltd. and the Client prior to the start of the engagement. The agreement will be tailored for each separate engagement.

Fees: All engagements will be billed in one of the following methods. The method will be determined by the Client and Andriano & Affiliates, Ltd. based on the type of engagement, length of engagement and the specific circumstances of the engagement. There is no charge for initial consultation.

•  Per the hour, plus reasonable out of pocket expenses directly relating to the engagement and actual travel costs. Mileage will be billed at the prevailing IRS rate, currently $.365 per mile. Any portion of an hour will be rounded up to the next half hour. Travel time is at the quoted rate.

•  Per Diem by day or quarter day, plus reasonable out of pocket expenses directly relating to the engagement and actual travel costs. Mileage will be billed at the prevailing IRS rate, currently $.365 per mile. Any portion of a quarter day will be rounded up to the next quarter day. Travel time is at the quoted rate.

•  By the project, plus reasonable out of pocket expenses directly relating to the engagement and actual travel costs. Mileage will be billed at the prevailing IRS rate, currently $.365 per mile. The project fee amount will be negotiated with the Client and defined in the service agreement. Travel time is included in the agreed to fee.

•  By the quarter for retained services, plus reasonable out of pocket expenses directly relating to the engagement and actual travel costs. Mileage will be billed at the prevailing IRS rate, currently $.365 per mile. The retained services fee amount will be negotiated with the Client and defined in the service agreement.

•  Debt / Equity / Funds sourcing will require a nonrefundable retainer fee of $3,500.00. This will include a written submission book the client will retain. Successful completion of placement of funds will require a placement fee payment as follows: 4% of the first million plus 3% to $3 million plus 2% over $3 million. The retainer fee will be reduced from the placement fee upon successful placement of funds. Mileage will be billed at the prevailing IRS rate, currently $.365 per mile. Out of pocket expenses will be billed separately.

•  Compensation for sitting on The Board of a company to be determined upon offer and acceptance of a board seat. Directors and officers insurance is required. Mileage will be billed at the prevailing IRS rate, currently $.365 per mile. Out of pocket expenses will be billed separately.

Retainers: All engagements will require a nonrefundable retainer. The amount of the retainer will be agreed to by the client and be incorporated as part of the Service Agreement.

Payment Terms: Payment terms will be agreed to in the service agreement.

8607 Oakcliff Court ? Fort Wayne , IN ? 46825 ? PH (260) 710-5883, Fax (260) 407-6800 ? fred@andriano.com