1. Estate / Buyer pays $12.5mm in 2001 bonus payments to approx 600 people.  To be delivered as retention payments.

2. Retention pool to be established $50mm (75% cash 25% stock).  This money to be provided by the Buyer outside of the established Bonus pool.

3. Cash to be paid 
	33% on signing
	33% in 6 months from signing
	33% in 12 months from signing

4. Contracts:
(i) 	70% of Top 10 - 2 year (within 3 days of signing)
(ii) 	70% of Top 20 - 1 year (within 7 days of signing)
(iii) 	70% of Top 50 - 1 year or retention (to be established on average pay for 2001) (within 60 days of signing)

Top 10 to be identified as:
Whalley
Lavorato
Kitchen 
Colwell
Milnthorp
Calger
Shively
Allen
Webb
Bradford

Top 20
Top 10 plus
Belden
Arnold
Sturm
Presto
Davis
Zufferli
Swerzbin
Benson
Tycholiz
Martin