Retainer Procedure,        
Approach and Agreement



           Retainer Procedure, Approach and Agreement

With respect to each position assigned for search, we follow specific procedures to
identify the most qualified candidates for the position.

1.        Position Description:  After careful analysis of your needs, we will define the
position responsibilities and desired characteristics of the ideal finalist for the position.
This document, referred to as “The Position Description”, provides pertinent
information to potential candidates/resources and ensures a mutual understanding of
the requirements of the position.

2.        Research:  We will contact a wide range of potential candidates and candidate
sources, describing only the position we are seeking to fill, while maintaining
confidentiality, as required. Since it is our desire to create a partnership with our client
during the course of this engagement, we ask our client to forward names of individuals
they hear about and/ or resumes they receive which look interesting. We will evaluate
and compare those individuals with all other prospects.

3.        Candidate Interviews:  Qualified candidates will be interviewed in-depth by the
appropriate member or members of our search team. This enables us to evaluate each
candidate’s chemistry, personality, presence, qualifications and suitability to the
position.

4.        Candidate Reports:  We will provide you with written career information on
candidates, as well as written and/or oral assessments of their personal and
professional suitability to the position.

5.        Client Interviews:  After we have reviewed the recommended candidates with the
client, we will arrange meetings for our client with the most qualified individuals whom
the client chooses to interview. When the client has selected the finalist to whom they
wish to extend an offer, we will be available, as our client’s intermediary in the
negotiation. Of course, selection of the finalist and form and extension of the offer is
always our client’s decision.

6.        Reference Checks:  We will also provide confidential written references on
finalists. These references summarize information provided by third parties who are, or
have been, in a position to evaluate a candidate professionally and personally. Because
the majority of individuals who become candidates in a search are not actively seeking
an outside opportunity, but rather have been approached by our search team and asked
to consider a change in position, it is important to protect the candidate’s
confidentiality. Therefore, in-depth reference checks will be conducted only after our
client has indicated a strong interest in a particular individual and are prepared to make
an offer to that individual. Informal checks, however, are made throughout the course of
the evaluation process. We also routinely verify each candidate’s education credentials.

7.        Additional Terms:  Please review the additional terms set forth on the addendum
to this agreement. These terms constitute an integral part of this agreement.



8.        Agreement:  This document evidences a binding agreement between your firm
and Dennis J. Knox & Company, Inc. Changes and modifications are not valid unless
they are in writing and signed by an authorized representative of Dennis J. Knox &
Company, Inc.

9.        Acceptance:  If this arrangement is acceptable to you our client, please sign both
copies of the document / agreement in the space provided below. Please initial the
additional pages and return one copy of this document with a check payable to Dennis
J. Knox & Company, Inc. for one-third of the estimated fee. We look forward to a long
and mutually beneficial relationship with your firm.