Fee Agreement

CONTINGENT FEE CONTRACT

This Contingent Fee Contract and Power of Attorney (this "Agreement") is effective on ________________(the "Effective Date") by and between the law firms of _________________________ and ________________________ (the “Attorneys”) and ___________________, ______________________, and __________________(the “Clients”).

I. SCOPE OF REPRESENTATION

Clients hereby retain and employ the Attorneys to represent Clients in "Clients’ Claims" against the “Accounting Firm” of __________________________, and other related parties who may be liable to Clients in a cause of action that arose in or around _________________, Texas. Clients hereby authorize Attorneys to represent Clients in Clients’ Claims with the understanding that Attorneys will not settle these claims without the Clients’ consent. Clients hereby empower Attorneys to execute and file on the Clients’ behalf all documents which Clients could properly execute in the prosecution of these claims.

II. FEES

In consideration for Attorneys’ services rendered and to be rendered in Clients’ behalf, Clients agree to pay Attorneys, and hereby assign them, the following contingent interest in and percentage of Clients’ Claims and Clients’ recovery of any nature from Clients’ Claims, whether by compromise and settlement, prosecution of a lawsuit or arbitration proceeding to final judgment, or in any other manner:

A. From the Effective Date, if Clients’ claims are settled prior to any lawsuit or arbitration proceeding being filed against the Accounting Firm, the Attorneys will receive a contingent fee of 25% of any recovery; or

B. From the date any lawsuit or arbitration proceeding is filed, whether such lawsuit or arbitration proceeding is resolved by settlement, trial, appeals, or retrial, the Attorneys will receive a contingent fee of 40% of any recovery.

III. COSTS

It is further agreed that the costs related to Clients’ Claims against the Accounting Firms shall be handled by Clients and Attorneys as follows:

A. Clients agree that, regardless of whether any recovery is obtained from Clients’ Claims, Attorneys shall be reimbursed by Clients for all reasonable amounts expended or incurred by Attorneys in investigating, preparing, negotiating, mediating, arbitrating, and/or prosecuting Clients’ Claims with respect to: (1) all expert witness and consultant fees and expenses, (2) all deposition costs and expenses, (3) all outside copying costs, (4) expert witness and consultant fees and expenses, (5) expenses for obtaining records, and (6) mediation or arbitration costs. Attorneys shall submit to Clients any and all bills, invoices, or other documentation regarding the aforementioned reimbursable fees, costs and expenses at least once every three months, and Clients shall reimburse Attorneys for all such accrued expenses within 30 days of receipt of such documentation. Attorneys shall notify Clients and obtain Clients’ approval before incurring the fees, costs, and expenses described in this paragraph.

B. Attorneys shall advance on Clients’ behalf all other reimbursable expenses and costs besides those described in paragraph III.A above, as described further in this paragraph, which shall be reimbursed to Attorneys by Clients, only in the event that a recovery is obtained by Clients, out of any such recovery, and after the payment of the contingent fees to Attorneys described in Section II above. The Attorneys shall be reimbursed out of any such recovery for all reasonable amounts expended or incurred by them, as described in this paragraph, in investigating, preparing, negotiating, mediating, arbitrating, and/or prosecuting Clients’ Claims. These reimbursable expenses include, without limitation except as provided in Paragraph III.A above, all costs of postage, express deliveries, messenger services, or similar services, in the amounts incurred; all long distance telephone calls at the rate of $5.00 per call; all faxes at the rate of $.50 per page; all photocopies at the rate of $.20 per page; and all out of town travel, lodging, and meal costs, all filing fees, service fees, all witness fees and expenses other than expert witness and consultant fees and expenses, jury fees, and other court costs, all costs of appeal; and all other reasonable and necessary expenses in the amounts incurred.

C. Costs of the Attorneys’, paralegals’, legal assistants’, secretaries’, and other law firm employees’ times shall not be reimbursable expenses or costs.

IV. WITHDRAWAL OR TERMINATION OF SERVICES

Any of the Clients may terminate Attorneys’ representation of such Clients under this Agreement at any time and for any reason, subject to any rights of attorneys to be paid for Attorneys’ services and/or reimbursed for any expenses incurred by Attorneys under the terms and provisions of this Agreement and the laws of the State of Texas.

Attorneys may withdraw from representation of any of the Clients for good cause or the existence of legal or factual circumstances which, in the opinion of Attorneys: (a) prevent or unduly hinder Attorneys’ effective representation of such Clients; or (b) render a recovery on such Client’s claims so unlikely or problematic that the probability of success is outweighed by the anticipated time and expense necessary to pursue the claims further. In the event Attorneys elect to withdraw from representation of any of the Clients for any reason, they shall do so in a manner that does not prejudice the rights of such Clients. In the event that Attorneys withdraw from representation of any of the Clients, Attorneys are entitled to reimbursement from such Clients of only those reasonable fees, costs, and expenses that Attorneys have incurred pursuant to paragraph III.A. above.

V. COOPERATION

All services rendered by the Attorneys shall be limited by the accuracy and completeness of the facts and information provided by the Clients.

VI. GOVERNING LAW

This Agreement shall be interpreted in accordance with the laws of the State of Texas.

VII. ENTIRE AGREEMENT

This Agreement is the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, proposals, representations, and commitments. This Agreement may only be amended in writing executed by the parties hereto.

AGREED by CLIENTS:

___________________________________

By:_______________________________