Extract to table

This letter, when duly countersigned by an authorized representative of Marlowe Asset Management, shall constitute the binding agreement between C&H and Marlowe Asset Management with respect to the engagement described herein (this "Agreement")

Marlowe Asset Management shall not accept direction from Torchlight personnel unless such direction is first authorized by C&H counsel

In no event shall Marlowe Asset Management be deemed to have an attorney-client or direct professional services relationship with Torchlight by virtue of this Agreement

Any matter that Marlowe Asset Management deems to involve a material change in scope, a significant cost increase, or a question of legal strategy shall be escalated to Conrad Ashby (Responsible Partner) through Steven Hollander

5 Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between C&H and Marlowe Asset Management

Marlowe Asset Management is an independent contractor and shall be solely responsible for the supervision, compensation, and benefits of its employees and subcontractors