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EXHIBITB <br />COMPENSATION FOR SERVICES <br />1.Fixed Rate Transaction Fees (Competitive and Negotiated) <br />The compensation schedule for competitive and negotiated sales of long-term financings will be <br />billed at closing as follows: <br />For financing up to $20 million:$1.50 per $1,000,with a $20,000 minimum <br />For financing up to $75 million:$30,000 plus $0.75 per $1,000 over $20 million <br />Interim financing or bank placements may be subject to a reduced fee,based on the specific services <br />required. <br />Should a financing be commenced but not completed for any reason,PFM will be compensated for <br />services provided,based on the hourly rates stated below,which in no case will exceed 75° <br />o of the <br />Financing Services fee set forth above. <br />2.Hourly Project Fees (Non-Transaction Related) <br />In the event the Client requests that PFM perform signißcant special projects (capital planning, <br />creation of new financing programs like the installment sale concept,etc.),fees will be negotiated in <br />advance of the project generally based upon the following hourly rates for the indicated levels of <br />experience or their equivalents will apply.Additionally,in the event a financing is started,but <br />cancelled at the Client's request,accrued time will be billed as follows: <br />Experience Level Hourly Rate <br />Managing Director/Director $305 <br />Senior Managing Consultant $295 <br />Senior Analyst $225 <br />Analyst $195 <br />Associate $175 <br />For each contract year following the initial contract term (each,individually,a "Subsequent Contract <br />Year"),hourly rates may be increased by the rate of CPI-U,subject to the approval of the Client. <br />3.Retainer <br />For general advice between financings,PFM shall receive an annual fee in the amount of $4,000 <br />("Retainer"),payable in quarterly installments of $1,000.The Retainer shall be reviewed and revised <br />upon mutual agreement. <br />9