Independent Counsel Engagement & Tasking Description (Sarbanes-Oxley Act)

1. CritelliLaw, PC Iowa/New York/London Independent Counsel Engagement & Tasking Description (Sarbanes-Oxley Act)

2. A New Player in the Boardroom: The Emergence of the Independent Directors’ Counsel,Geoffrey C. Hazard, Jr.& Edward B. Rock, 59 Bus Law Rev 1389. “Over the last thirty years, the independent directors have occasionally been represented by independent counsel. Instances include: special litigation committees reviewing derivative suits; independent committees in parent subsidiary mergers and MBOs; and internal investigations of misconduct. We predict that, with the additional legal requirements imposed on independent directors by the Sarbanes Oxley Act and related changes to SEC rules and Stock Exchange listing requirements, the independent directors, especially those on the Audit Committee, increasingly will be represented on a continuing basis by independent legal counsel. Out of this will emerge a new figure in the board room: the Independent Directors' Counsel. “

3. In re American Mut. Funds Fee Litigation2009 WL 5215755 C.D.Cal.,2009. December 28, 2009 “An important element of the independent director’s informed state is the advice they received from their independent counsel. Kalish v Franklin Advisers, Inc. 742 F. Supp. 1222 (S.D. N.Y. 1990) relying on the fact that directors received advice from independent counsel. Krinsk v. Fund Asset Management, Inc.715 F.Supp. 472, S.D.N.Y.,1988) . “

4. Why trial experience is important At the end of the day it’s about what happens in Court that counts. The phrase most often used by our clients is “keep it courtroom safe.” Four decades of experience in the courtrooms of two countries has proven to be an invaluable resource to draw upon when trying to keep Board matters “courtroom safe.” The boards of many savings and loans learned too late that what was correct from a technical legal standpoint became extremely difficult to sell to a judge or jury. The lessons learned from the Resolution Trust experience was simple: An “ounce of prevention “ afforded by the advice of independent and experienced counsel was “always better than the pound of cure “ in the courtroom. But that was not the culture at the time. Then our role was limited to Response: Defending against the legal claim and we were often left wondering “ … if we had only been involved when…” Now Sarbanes Oxley has given us an opportunity to engage in Prevention.

5. CritelliLaw will: Give independent legal advice to the Board and Audit Committee. Prepare and maintain minutes of all executive sessions of the Board. Review company prepared draft minutes for the board and its committees to ensure completeness and accuracy and where appropriate ensure questions and concerns raised by board members with management are adequately and accurately recorded. Serve to observe the meetings of the committee and its interaction with management, internal auditors, outside auditing firms, and the company’s compliance and ethics officers.

6. Review the company’s reports regarding Legal Proceedings and Management Discussion and Analysis. Establish and maintain procedures to ensure continuity of issues and positions regarding Board and Audit Committee decision-making. Assist the Audit Committee in establishing an appropriate procedure regarding complaints , ensuring confidentiality and protection against reprisal. Assist in the preparation of an Audit Committee Charter and/or periodically review the Charter for Sarbanes-Oxley compliance. We will undertake no engagement, accept no fee or be otherwise influenced by the company or management or engage in activities that will jeopardize our independence.

7. Credentials CritelliLaw is a bespoke law firm whose principals are dually qualified American lawyers and English barristers. It is called bespoke because when handling complex assignments CritelliLaw will, with the advice and assistance of the client , configure and lead a team of lawyers and professionals specially chosen for their expertise. CritelliLaw will frequently call upon the client’s existing resources to provide support. This allows it to control and contain client costs while bringing together the best talent for each case. CritelliLaw serves as independent counsel for many boards and agencies in the public, private and non-profit sectors. CritelliLaw is AV rated by Martindale Hubbell.

8. CritelliLaw CritelliLaw may be contacted at: In the United States In London 317 Sixth Avenue Barristers Chambers Suite 950 9 Stone Buildings Des Moines, IA 50309 Lincoln’s Inn 515-243-3122 London WC2A 3NN Counsel@CritelliLaw.com www.CritelliLaw.com This is the crest of the Honourable Society of the Middle Temple, London, our Inn of Court