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Advisory Agreement

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FINANCIAL ADVISORY AGREEMENT


This Financial Advisory Agreement (the "Agreement") is made June 30, 2000, by and between RODGER O. RINEY (the "Client"), and SANDERS MORRIS HARRIS INC. (the "Advisor").


1. Engagement of Advisor. The Client hereby engages the Advisor, and the Advisor hereby agrees, to advise, consult with, and assist the Client in the identification, structuring, negotiation and/or consummation of one or more prospective financing, strategic partnership, stock or asset purchase or sale transactions involving any of the companies listed on Exhibit A hereto (singly, a "Candidate"), as such list may be appended from time to time by mutual agreement of the Client and the Advisor.


2. Compensation. As compensation for services rendered to the Client under this Agreement, the Client shall pay to the Advisor the following compensation:


2.1 The Client agrees to pay to the Advisor a fee for any transaction involving the Client and a Candidate (whether in the form of an asset purchase or sale, a stock purchase or sale, or a merger, consolidation or any other business combination transaction, and regardless of whether the consideration is paid by the Client or the other party to the transaction) which is consummated during the term of this Agreement or within one year thereafter. The fee payable to the Advisor for any such transaction shall be as follows:


In the event the Client consummates an acquisition, business
combination, or other transaction involving the Client and a Candidate,
then the Client shall pay to the Advisor a fee with respect to such
transaction equal to a percentage amount of the Purchase Price (as
defined below) paid in the transaction, which percentage amount shall
be the sum of 5% of the first $1 million or portion thereof of the
Purchase Price, 4% of the next $1 million or portion thereof of the
Purchase Price, 3% of the next $1 million or portion thereof of the
Purchase Price, 2% of the next $1 million or portion thereof of the
Purchase Price, and 1% of the next $1 million or the balance of the
Purchase Price; however, in no case will the aggregate fee be less than
$150,000 unless mutually agreed by the parties. Any fee payable to the
Advisor shall be payable in cash at the closing of the transaction
unless otherwise agreed. As used herein, "Purchase Price" shall include
(i) cash paid to sellers, (ii) the fair market value of any securities
issued to sellers, (iii) the fair market value of any other property
transferred to sellers in connection with the acquisition, (iv) balance
sheet indebtedness assumed by the Client in connection with the
acquisition and (v) cash or the fair market value of property paid by
the Client to any officers, directors, employees or affiliates of
seller as consideration for any covenant not to compete or similar
agreement related to the transaction. In the event the Client agrees to
pay any contingent consideration in connection with such transaction
(such as, for example, consideration payable upon the fulfillment of
some condition or event which may or may not occur in the future), then
such contingent consideration shall be included in the Purchase Price,
and the Advisor shall be paid its fee with respect to that contingent
consideration as and when it is paid by the Client. 2


Any fee payable to the Advisor under this section 2.1 will be due and payable in cash at the closing of the transaction and shall be payable directly to the Advisor; provided, however, that the Advisor shall not be entitled to any fee under this section 2.1 unless the closing of the transaction occurs not later than one year after termination of this Agreement. If the Client desires to engage the Advisor to furnish any opinion as to the financial aspects of any transaction (e.g., a fairness opinion), such engagement shall be in addition to the services contemplated hereunder and shall be under separate agreement containing terms and provisions, including the terms of compensation, to be mutually agreed upon.


2.2 The Client agrees to pay, or reimburse the Advisor for, all reasonable out of pocket costs and expen
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