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Addendum



             Retainer Search Addendum


If the final fee for Dennis J. Knox & Company, Inc., is not paid within
forty-five (45) calendar days of the candidate’s start date, all
warranties shall be void. It is the interest of Dennis J. Knox &
Company, Inc. to work cooperatively with your organization to honor
our warranties and replace the employee.  Because there may be
changes in business circumstances, warranties will be carried
forward for up to twelve (12) months from the date of separation after
which, Dennis J. Knox & Company, Inc., will have no further warranty
obligation. Replacement candidates shall be placed in identical
positions.

Candidate information submitted to you by Dennis J. Knox &
Company, Inc., is, of necessity, highly personal and confidential, and
is intended for the use solely in the hiring process. You agree to
indemnify and hold Dennis J. Knox & Company, Inc., harmless from
and against any claim related to breach of this candidate confidence.

Any controversy or claim arising out of, or relating to this agreement,
or the breach thereof, shall be settled by arbitration administered by
the American Arbitration Association (“AAA”) in accordance with its
Commercial Arbitration Rules, and judgment on the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction
thereof. The award shall include a breakdown as to specific claims. If
your firm does not pay fees when they are due, your firm agrees to
pay all of our reasonable collection costs and fees, including without
limitation attorneys’ fees, arbitrators’ fees, AAA administrative and
other fees and charges, travel expenses, out-of pocket expenses, as
well as pre-award interest at the rate of 1.5 percent per month. The
place of arbitration shall be Los Angeles County, California. All
hearings shall be held at the office of Dennis J. Knox & Company, Inc.,
or such other place designated by Dennis J. Knox & Company, Inc., in
Los Angeles County, California. This agreement shall be governed by
and interpreted in accordance with the laws of the state of California.