Level One Consultative Services:

Retained for one-time engagement:

Due Diligence Review of:

1. The Current Service Provider, and/or
2. Plan Design and Population Demography Research.

» Service Provider Review fee will be $1,500, one-time charge. This will be a comparative analysis of the incumbent service provider, as related to costs and services performed, as compared to other leading service providers. A cursory, or introductory-level review of the investment menu of the plan will also be provided.

» Plan Design and Population Demography Research will be at a rate of $150 per hour, with no more than 20 hours' labor needed to perform the research. Plan Design research will look at the major plan options that affect the participation within the plan. This review will also look at recent testing pass/fails, to uncover issues that have adversely affected the plan. The Demography Research entails a partcipant-by-participant review of asset allocation models, deferral percentages, as well as other metrics.

Level Two Advisory Services:

Retained as an ongoing engagement with the Plan Sponsor:

1. All Level One Services performed on a bi-annual basis (every two years). The above fees are WAIVED.
2. Fiduciary Audit File Creation — This will entail the inclusion of all Level One Services, including all employee communications and other documentation, as required by the Department of Labor. No charge for this service.
3. ERISA Investment Manager Services, which will define the components of Plan Sponsor-level investment fiduciary oversight, as well as Investment Advice at the participant level.

If made "agent of record" of the plan, there are no advisory charges.

If made "advisor" of the plan, and no commissions (12b1 or other) are used to compensate Allen Vaughan, then the following fee schedule applies:

For plans with an average account balance of $40,000 or larger:

» 1st $3 million in assets: 50 basis points*

» Next $7 million in assets: 35 basis points

» Next $10 million in assets: 25 basis points

For plans with an average account balance below $40,000:

» 1st $5 million in assets: 50 basis points*

» Next $5 million in assets: 40 basis points

» Next $10 million in assets: 30 basis points

*First year: 1st $1,000,000 in assets is assessed an additional 50 basis points, for:

1. Fiduciary Audit File creation to acceptable ERISA/EBSA standards
2. Setting up plan to ERISA/NASD standards for 404(c) Compliance
3. Creation of customized and legally acceptable Investment Policy Statement
4. Organization of Retirement Plan Committee
5. Organization of Investment Subcommittee
6. Initial investment advisement for all participants
7. Set-up and purchase of Investment Fiduciary Insurance policy for the plan

Travel and expenses are not included in this schedule, but are negotiable.