Letter of Engagement.

Harvey L. Phelps ("Advisor") will provide executive advisory services to the undersigned party ("Client") consistent with the Statement of Work attached hereto as Exhibit A. Counsel is rendered in an advisory capacity only; the Client retains full responsibility for all decisions, communications, and actions taken as a result of Advisor's counsel.

The parties will meet on a cadence set forth in the Statement of Work. Between scheduled sessions, Advisor is available by email and by scheduled telephone within a reasonable response window. Emergency counsel is available on a case-by-case basis at the sole discretion of the Advisor.

Client shall pay Advisor the fee set forth in the Statement of Work. Fees are invoiced in advance on the schedule set forth therein. Undisputed invoices are due within fifteen (15) days of receipt.

Reasonable and documented expenses (travel, lodging, and materials) incurred in the performance of this engagement will be billed at cost and require Client pre-approval when expected to exceed $500 in the aggregate per month.

Each party will treat as confidential any non-public information disclosed by the other in connection with this engagement, and will use such information solely for the purpose of the engagement. This obligation survives termination of this Agreement for a period of three (3) years.

Advisor may not publicly reference Client as a client of the practice without Client's written consent. Client may not publicly attribute counsel or authorship to Advisor without Advisor's written consent.

Advisor operates as an independent professional and is not an employee, agent, joint-venturer, or partner of Client. Advisor may maintain other clients and other advisory relationships during the term of this Agreement, subject to Section 4.2.

Advisor will disclose to Client any actual or reasonably foreseeable conflict of interest known to Advisor at the time of engagement, and will re-disclose promptly upon becoming aware of any such conflict during the term.

Either party may terminate this Agreement upon thirty (30) days written notice. Fees earned through the effective date of termination remain payable.

This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles. The venue for any dispute is the state or federal courts located in Dallas County, Texas.

This Agreement, together with any Statement of Work executed hereunder, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior discussions.