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Dear ________________:

This letter sets forth our understanding of the terms and objectives of our engagement and the nature of services we will perform for (Company name) in connection with the third party administration of the (Company's) Retirement Plan.

The (Company) has an established Code Section (code section) (Plan) for which it is the plan sponsor and plan administrator. The (Company) desires to secure the services of a Third Party Plan Administrator to perform its duties as plan administrator.

For the year ended (enter year end date), we will establish the plan's (code section) participant database from information provided by (Company or investment advisor); process eligibility, payroll contribution, and distribution transactions; perform compliance testing for the plan; prepare sponsors' reports; and prepare Individual Participant Statements. The fee for this service will be $_________ plus $_______ per participant.

For the year ended (enter subsequent year end date) and each year following, unless otherwise directed to us in writing, we will maintain the plan's participant database; process eligibility, payroll contribution, and distribution transactions; perform compliance testing for the plan; prepare sponsors' reports; and prepare periodic Individual Participant Statements. The fee for this service will be $_________ plus $_______ per participant for each period. (Services are provided on a monthly, quarterly, semi-annual, and annual basis. Please refer to our fee schedule for additional information.)

For the year ended (enter year end date), and each year following, unless otherwise directed to us in writing, we will prepare IRS Form 5500 and the related schedules and attachments and prepare the plan's Summary Annual Report. You will be directed where and when to mail these reports. The fee for this service will be $250 per return per year.

In addition to the standard services described above, we will perform administrative and consulting services as the plan requires. The fee for this service is $75 per hour.

We are available for management and participant consultations at your convenience. It is imperative that management and participants of the plan are properly educated and informed in all aspects of the administration of your retirement plan. There is no additional charge for this service.

We understand charges for our services will be billed to and paid for by (enter applicable source). Fees for services will be billed periodically as disclosed in paragraph four above, as applicable, upon completion of standard services, and monthly for special services. Payment for services is due upon receipt.

Please sign and return one of the enclosed copies of this letter to verify that our understanding of services to be rendered is correct. The second copy is for your records.

Thank you for the opportunity to be of service to you and the (Company). Please call any time you have a question.

Sincerely, Catherine Johnner President

(Company Name) Acceptance: S/________________________________ Plan Sponsor Signature and Title Date _____________________________