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1f <br />If any dispute, controversy, or claim arising out of or in connection with the performance or breach of this <br />agreement cannot be resolved by mediation, then the dispute, controversy, or claim would be settled by <br />arbitration in accordance with the rules of the American Arbitration Association (AAA) for the Resolution <br />of the Accounting Firm Disputes. The awazd issued by the azbitration panel may be confirmed in a <br />judgment by any federal or state court of competent jurisdiction. <br />FEE <br />The chazges for our work are based on the time spent, and calculated at our regulaz hourly rates in effect, <br />from time to time, plus direct expenses. Our rates vary according to the degree of responsibility involved <br />and the skill required. Our fee for services, including out of pocket expenses is estimated to be $ 15,000. <br />All invoices aze payable within thirty days from invoice date. A service charge will be added to past due <br />accounts equal to 1-1/2% per month (18% annually) on the previous month's balance less payments received <br />during the month, with a minimum charge of $2.00 per month. <br />If the foregoing is in accordance with your understanding, please sign the original of this letter in the <br />space provided and return it to us. <br />Very truly yours, <br />CHERRY, BEKAERT & HOLLAND, L.L.P. <br />Eddie T. Burke, CPA <br />Partner <br />RESPONSE: <br />This letter correctly sets forth the understanding of Orange County <br />Signature: <br />Title: <br />