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<br />Ms. Amber G. Miller <br />May 2, 2008 <br />, Page 5, <br /> <br />If at any point during the course of this engagement our findings lead us to a negative conclusion <br />concerning the proposed project, we will discuss with you our findings and alternative approaches, and <br />reach agreement on how we should proceed with the engagement. If the decision is made to discontinue <br />work, our fees will be based upon the time and out-of-pocket expenses incurred as of that date. <br /> <br />Engagement Administration <br /> <br />Fees and Expenses <br /> <br />While the actual fee will depend on your requirements and on circumstances encountered while <br />performing the Services, our professional fees are expected to range from $40,000 to $50,000 for Phase I <br />and II. This fee estimate is based on the information now available to us and on the assumptions that we <br />will be provided with the information requested for the analysis in an organized format, and that the <br />information provided will be timely, complete, and accurate. For example, if we ascertain that site data <br />and development areas are not defined or include properties outside the current ownership area <br />previously discussed, we may determine that it is appropriate and necessary for us to conduct additional <br />procedures that are not now included in the Services. <br /> <br />If new data or information received during the course of the Services require the structure or scope of our <br />analysis to be altered, we will immediately notify you of how such changes might impact our fee <br />estimate. We will not undertake an expansion of the scope of the Services without ,mutual written <br />agreement. ' <br /> <br />The foregoing estimated professional fees also reflect our current hourly billing rates. Our hourly rates <br />are adjusted from time to time, and we will advise you promptly if a rate adjustment is being made by <br />Deloitte FAS that will increase the professional fees expected to be billed in this engagement beyond the <br />above estimate. . <br /> <br />In addition to our professional fees, we will charge separately for direct engagement expenses related to <br />the completion of the Services. Based on the information currently available to us, we do not expect these <br />expenses to exceed 15 percent of our fee. <br /> <br />We will submit progress invoices to you showing a single amount for the Services that reflects the actual <br />work performed and a separate amount for expenses incurred. Payment shall be due upon receipt of an <br />InVOIce. <br /> <br />In accordance with our standard procedures for engagements of this nature, we will issue an initial billing <br />in the amount of $15, 000 upon receipt of yotir authorization to proceed. This initial billing will be <br />credited against our first invoice for this engagement Any remaining amount will be credited agl;linst <br />subsequent invoices. <br /> <br />Timing <br /> <br />Weare prepared to commence the Services within 1 weeks of our receipt of your written authorization to <br />proceed and of the requested information and documents. After all requested information is received, we <br />anticipate a 3 to 4 week period before preliminary results are developed. <br /> <br />We will issue a draft report to you within 1 week of our discussion of preliminary results to provide you <br />with the opportunity to ascertain whether (1) all of the information communicated to us and contained <br /> <br />Deloitte Financial Advisory Services <br /> <br />Real Estate Consulting <br />