Gerbsman Partners:

1. Enters into written engagement with each Client at the beginning of each assignment.

2. Charges fees on a retainer basis and bills expenses on a weekly basis.

3. Only represents debtor companies in crisis/turnaround management situations.

4. Reports only to the Board of Directors or the controlling Stakeholders.

5. Earns performance fees and warrants for raising capital, and/or maximizing enterprise, stakeholder and shareholder value.