LEGAL & CONFIDENTIALITY AGREEMENT

Companies using CMR's Executive Recruitment and Interim Management Service agree to the following terms, which include the payment upon a successful recruitment of a fee of 17.5% as defined below (discounted by 50% for any subsequent appointments).

Whereas the recruiter desires to examine the feasibility of employing or contracting work to an executive associated with CMR, it is agreed as follows: 1) Upon notification by the recruiter of his possible interest in a person associated with CMR (whether or not the person was identified by reference to CMR's Internet Website), CMR shall attempt to establish whether the named individuals are interested in having discussions with the recruiter with a view to concluding a contract. CMR will notify the Recruiter of the CMR associated person(s) expressing interest, and give sufficient details to enable the recruiter to make telephone contact with the purpose of discussing the matter directly to establish whether mutuality of interest exists. The recruiter is free to make whatever arrangements for interview and contract discussions he/she wishes. There is no charge made by CMR for this service, and no payment is due to CMR unless recruitment occurs within three years of final contact between recruiter and CMR-associated person. 2) If the recruiter wishes to employ one or more of the CMR associated executives in a temporary capacity (for example as an interim manager), the recruiter undertakes to contract with CMR for the supply of the executive(s) on the following basis: a) CMR shall invoice the recruiter for the agreed fees and expenses, and that the amount invoiced shall be paid promptly within seven days of invoice date. b) That CMR accepts neither responsibility nor liability to the recruiter for any occurrence, loss or damage arising from this contract. The recruiter acknowledges his total responsibility for undertaking his own enquiries and due diligence prior to entering into this agreement. c) That the recruiter will make no other arrangements with the executive(s) without the written approval of CMR, which will not be unreasonably withheld. 3) If the recruiter wishes to employ the executive(s) on a permanent basis, either directly or after a period of temporary work, the recruiter undertakes to contract with CMR on the following basis: a) The recruiter will pay CMR a commission fee equal to 17.5% of the higher of the first year salary or guaranteed emoluments for the first appointment filled through this CMR system. This payment shall be made within fourteen days of the commencement of employment. This fee is in addition to any charges made under clause 2. above in respect of temporary work. For any subsequent appointments filled through this CMR system the fee shall be discounted by 50% to 8.75% b) That CMR accepts neither responsibility nor liability to the recruiter for any occurrence, loss or damage arising from this contract. The recruiter acknowledges his total responsibility for undertaking his own enquiries and due diligence prior to entering into this agreement. c) That the recruiter will make no other arrangements with the executive(s) that could be prejudicial to CMR's interests during that first period of one year, without the written approval of CMR, which will not be unreasonably with-held. d) That in the event that the executive(s) proves to be unsuitable and his/her employment is terminated within three months, the recruiter may replace the executive(s) with another CMR associated executive without payment of a further fee to CMR, unless the emoluments paid to the relacement executive are higher, in which case a 17.5% fee is payable only on the additional amount of those emoluments. 4) This agreement shall be subject to the laws of England.