Law Engagement Letter

Jellicoe and Scheer, LLP

Limited Liability Partnership Agreement

This Limited Liability Partnership Agreement (“this Agreement”), dated as of March 7, 2006 (the “Effective Date”), is by and between those persons listed on Schedule 1 hereto (each, a “Partner,” and collectively, the “Partners”).

Recitals:

Whereas, each of the Partners are licensed to practice law in the State of Illinois; and

Whereas, each of the Partners desires to form a limited liability partnership under the Illinois Revised Uniform Partnership Act, Section 1001 et seq. for conducting the general practice of law.

Now, Therefore, for good and valuable consideration, including the mutual covenants contained herein, receipt of which by each Partner being hereby acknowledged, and intending to be legally bound, the Partners hereby agree as follows:

Section 1. Name and Purpose; Limited Liability Partnership Registration

1.1. Name. The limited liability partnership (the “Partnership”) formed hereunder and governed hereby shall be known as “Jellicoe and Scheer” (the “Partnership Name”). If a Partner withdraws or is expelled from the Partnership, the name of such partner will be deleted from the Partnership Name. The partnership may continue to use the name of a deceased or retired Partner, but no compensation shall be paid for the use of such name.

1.2. Purpose. The Partnership is established for the purpose of engaging in the general practice of law and transacting all business incidental to the operation of such a limited liability partnership.

1.3. Registration for Limited Liability.

(a) Any Partner is hereby authorized to file a statement of qualification with the Secretary of State of Illinois under Section 1001 of the Illinois Uniform Partnership Act (or any successor statute) for the purposes of obtaining, for the Partnership, status as a limited liability partnership, and to file such documents and renewals, and to take such actions, as may be incidental to or reasonably necessary in conjunction with such qualification in order to fully effectuate and maintain the limited liability status of the Partnership.

(b) Any Partner is hereby authorized to register the Partnership with the Supreme Court of the State of Illinois and to apply for a Certificate of Registration to Practice Law under supreme Court Rule 721 and to file such documents, and to take such actions, as may be incidental to or reasonably necessary in conjunction with such registration and application in order to fully effectuate the limited liability status of the Partnership.

(c) The first “Managing Partner” selected under Section 11 below shall be the registered agent of the Partnership.

Section 2. Principal Place of Business

2.1. Principal Office. The principal place of business of the Partnership shall be 10 N. Clark St, Suite 300, Chicago, Illinois, in Cook County. The place of business may be changed at any time by agreement of the Partners.

2.2. Office Facilities. The Partnership will lease its office facilities from __________, for a period of 3 years with an option to renew such lease. The Managing Partner is hereby authorized to execute a lease to such effect.

Section 3. Term

The Partnership shall continue for an indefinite period of time unless terminated as provided in Section 12 below.

Section 4. Capital Contributions

Up through the Effective Date, each Partner has made the contributions to the capital of the Partnership as described on Schedule 1 attached hereto and hereby made a part hereof, either in cash or in personal property of the fair market value stated thereon (and hereby agreed to be of such value by each of the Partners).

Section 5. Expense Account and Drawing Account

5.1. Weekly Draw. The Partnership shall have one (1) general account (the “Partnership Account”) from which all expenses of the Partnership are paid. Each Partner shall draw the “Weekly Draw” described on Schedule 1, per week, as an advance against distributions of Net Profits, from the Partnership Account. Each Partner’s proportionate share of the profits and losses as set forth in Section 8 below shall be credited or debited no less often than quarterly.

5.2. Personal Obligations. The payment of Weekly Draws shall be an obligation of the Partnership only to the extent that there are sufficient Partnership assets available to satisfy the same and shall be a personal obligation of a Partner solely to the extent the same is expressly assumed in writing by such Partner.

Section 6. Books and Accounting

The Partnership shall maintain a complete and accurate set of books relating to all receipts and expenditures. Monthly and annual operating statements shall be prepared and distributed to the Partners as soon as reasonably practicable after each reporting period. All books shall be maintained on a calendar basis. The “Managing Partner” described in Section 11 below shall be responsible for, and shall oversee, the maintenance of all Partnership books and records.

Section 7. Partnership Expenses

All expenses incurred by a Partner on behalf of the Partnership shall be reimbursed by the Partnership. The Partners, by separate agreement, shall designate which expenses are reimbursable and which are not. Except as specifically provided herein or in another agreement signed by each of the Partners, all operating and professional expenses shall be paid by the Partnership, including without limitation all professional dues, professional entertainment, attendance at professional meetings, and professional periodical subscriptions.

Section 8. Profits and Losses

8.1. Gross Income Defined. The gross income of the Partnership (the “Gross Income”) shall consist of:

(a) All fees

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